Terms Of Service

 Fred Astaire Dance Studios^® Marketplace Terms of Use

Effective Date: September 19, 2023

Welcome to the Fred Astaire Dance Studios^® Marketplace (the “Site”). This website is operated by FADS Distribution, Inc. (“we,” “us,” “our,” or “FADS”) and provides a marketplace for users (“you,” or “your”) to buy and sell dance-related items. The following terms and conditions along with our Buyer Guidelines  and Seller Guidelines  (together with any documents referred to therein) (collectively, these “Terms”) apply to your use of our website or other services offered at the Site and through any mobile application we develop utilizing the tools from the Site (collectively, our “System”).

Your use of our System means that you accept and agree to these Terms.  If you do not agree to these Terms, our Privacy Policy , or our Cookie Policy , do not use or access the System.

We may revise and update these Terms in our sole discretion, and will post any updates to the Terms on the Site.  Your continued use of our System or any other service provided through the System means that you accept and agree to the modified Terms of Use.

Your Use of Our System

The System offers an online marketplace for users to buy and sell dance-related items. FADS does not sell anything through the marketplace. By using the System, you understand that you are purchasing items from third-party sellers (“Sellers”) or selling items to third-party buyers (“Buyers”). FADS does not prescreen or verify Sellers and does not endorse, warrant, or guarantee any of the items available on the System.

By using the System, Sellers are responsible for complying with the Seller Guidelines. Sellers are solely responsible for the payment of any and all sales taxes. Sellers may not sell any item through the System that violates these Terms or any applicable laws. Sellers retain 90% and FADS receives 10% of the purchase price of the items sold. The Seller sets and is responsible for his or her shipping and handling costs.

By using the System, Buyers are responsible for complying with the Buyer Guidelines. Buyers are responsible for paying all fees owed to Sellers through the System.

You are granted a non-exclusive, non-transferable, revocable license to access and use the System. As a condition of your use of the System, you warrant that you will not use the System for any purpose that is unlawful or prohibited by these Terms. You may not use the System in any manner that could damage, disable, overburden, impair the System, or interfere with any other party’s use and enjoyment of the System. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the System. Without limiting the foregoing, you agree you will not violate any local, state, federal, or international laws in connection with your use of the System.

Your Account

Use of the System will require that you create an account with a username and a password. You are solely responsible for the activity on your account.

To create an account, you must:

• Be eighteen years of age or older. Children under eighteen may use our System solely through an account owned by a parent or legal guardian with their permission and supervision. The System is not intended for children under the age of 16;
• Provide accurate information; and
• Keep your log-in and password secure.

You may delete your account by contacting us at marketplace@fredastaire.com.

Intellectual Property

All content included as part of the System, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the System, is our property or the property of our franchisees or suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content, and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the System. Our content is not for resale. Your use of the System does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without our express written permission. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to our intellectual property or our licensors, except as expressly authorized by these Terms.

User Content on the System

To the extent portions of the System allow you to comment, create handles, or otherwise post regarding content on the System (“User Content”), you may not post User Content that:

• Violates any copyright, trademark rights, patent rights, rights in know-how, privacy or publicity rights, trade secret rights, confidentiality rights, contract rights, or other rights of any individual or legal entity;
• Is harmful; hateful; threatening; abusive; harassing; defamatory or libelous; sexually explicit, vulgar, lewd, obscene, or pornographic; racially, ethnically, or otherwise objectionable or offensive; inappropriate; or inflammatory;
• You know (or reasonably should know) is false, deceptive, or misleading;
• Contains information that could be used for identity theft purposes, such as social security numbers, credit card, bank account, or other financial information, driver’s license numbers, security codes, or passwords;
• Links to materials or other content, directly or indirectly, to which you do not have a right to link or that violates these restrictions; or
• Violates any applicable local, state, national, or international law.

By posting User Content on the System, you are granting us a non–exclusive, worldwide, full paid–up and royalty–free, fully assignable, transferable, and sub-licensable license to use, copy, perform and display publicly, distribute, and prepare derivative works based on User Content, in whole or in part, throughout the universe in any form, format, or medium now or hereafter known. By posting User Content on the System, you represent and warrant that the posting of your User Content does not violate these Terms of Use or applicable laws.

FADS does not and shall not have any obligation to review User Content, and therefore we do not guarantee the accuracy, integrity, or quality of User Content and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable User Content will not appear on our System. We do, however, reserve the right to review any or all User Content in our sole discretion. In addition, we reserve the right to alter, edit, or remove any User Content, in whole or in part, at our sole discretion.

UNDER NO CIRCUMSTANCES SHALL FADS, ITS FRANCHISEES, OR ITS AFFILIATES BE LIABLE IN ANY WAY FOR ANY USER CONTENT POSTED ON OR MADE AVAILABLE THROUGH THE SYSTEM. We do not control, have no obligation to monitor, and are not responsible for what users post and are not responsible for any offensive, inappropriate, obscene, unlawful, infringing, or otherwise objectionable or illegal User Content on the System.

Digital Millennium Copyright Act Policy

Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”).

If you believe that any content on the System infringes on the intellectual property of a third party, you may send it to legal@fredastaire.com. To submit a claim, you must identify your full name, mailing address and phone number, a description of the copyrighted work that has been infringed, a description of the content on the System that infringes upon the copyright, and a declaration that: (i) you, in good faith, believe the information is infringing on the copyright of a third party, (ii) the information you include in your notice is accurate, and (iii) you are authorized on behalf of the copyright owner to submit the claim. You may not submit a copyright claim on behalf of another individual or organization with which you have no affiliation.

Links to Other Websites and Connecting through Social Media

The System may contain hyperlinks to websites operated by third parties. We do not control such websites and will not be responsible for their content, or for any breach of contract, or any intentional or negligent action on the part of such third parties, which results in any loss, damage, delay, or injury to you or your companions. Inclusion of any linked website on the System does not imply or constitute approval or endorsement of the linked website by us. If you decide to leave the System to access these third-party sites, you do so at your own risk. All rules, policies (including privacy policies), and operating procedures of websites operated by third parties will apply to you while on such sites. We are not responsible for information provided by you to third parties.

Indemnification

You agree to indemnify, defend, and hold harmless FADS, its franchisees, officers, directors, employees, agents, and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the System, any claim that your content violates the intellectual property rights of a third party, your violation of these Terms, your failure to pay applicable sales taxes, your violation of any rights of a third party, or your violation of any applicable laws, rules, or regulations. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.

Electronic Communications

Visiting the System, using the System, or sending emails to us constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email, and on the System, satisfy any legal requirement that such communications be in writing. To opt out of receiving marketing emails from us, follow the “unsubscribe” link on the email to change your user preferences. There are certain System-generated and legal notices that you cannot opt out of without deactivating your account.

Warranty and Limitation of Liability

You understand that FADS does not manufacture, procure, store, or inspect any of the products sold through the System. Rather, Sellers list and sell the items through the System.

FADS, FRANCHISEES OF FADS USA, INC., AND/OR ITS AFFILIATES OR SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS CONTAINED ON THE SYSTEM FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. FADS, ITS FRANCHISEES, AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SYSTEM AND RELATED INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ANY LEGAL CLAIM RELATED TO AN ITEM PURCHASED THROUGH THE SYSTEM MUST BE BROUGHT DIRECTLY AGAINST THE SELLER OF THE ITEM. YOU RELEASE FADS FROM ANY AND ALL CLAIMS AND DAMAGES PERTAINING TO ITEMS SOLD THROUGH THE SYSTEM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FADS, ITS FRANCHISEES, AND/OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SYSTEM, WITH THE DELAY OR INABILITY TO USE THE SYSTEM, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE SYSTEM, OR OTHERWISE ARISING OUT OF THE USE OF THE SYSTEM OR THE APPLICATION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF FADS OR ANY OF ITS FRANCHISEES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SYSTEM, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SYSTEM.

Disputes Between Users

In the event of a dispute between a Seller and a Buyer, FADS encourages users to attempt to resolve the dispute amicably. In the event this is not possible, FADS may, but has no obligation to, help users to resolve the dispute in good faith and in our sole discretion. Any legal claim related to an item purchased through the System must be brought directly against the Seller of the item. YOU RELEASE FADS FROM ANY AND ALL CLAIMS AND DAMAGES ARISING OUT OF DISPUTES WITH SELLERS AND BUYERS.

Governing Law, Venue and Jurisdiction

UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, THESE TERMS SHALL BE TREATED AS THOUGH THEY WRE EXECUTED AND PERFORMED IN THE STATE WHERE OUR THEN CURRENT HEADQUARTERS IS LOCATED AND SHALL BE GOVERNED BY THE LAW OF THE STATE WHERE OUR THEN CURRENT HEADQUARTERS IS LOCATED WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS. ANY CLAIM OR DISPUTE RELATED TO THE SYSTEM OR UNDER THESE TERMS, THE PRIVACY POLICY, THE COOKIE POLICY AND ANY LEGAL NOTICES ON THIS SYSTEM, MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CLAIM AROSE (IF MULTIPLE CLAIMS, FROM THE DATE THE FIRST CLAIM AROSE), OR BE FOREVER WAIVED AND BARRED. YOU AGREE THAT YOU WILL BRING ANY CLAIMS IN, AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF, THE STATE AND FEDERAL COURTS IN THE STATE AND CLOSEST TO WHERE OUR THEN CURRENT HEADQUARTERS IS LOCATED.

Miscellaneous Terms

These Terms, together with our Privacy Policy and Cookie Policy, are the entire agreement between you and us related to your use of the System.

Contact Information

To contact us, email us at marketplace@fredastaire.com.