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Purchase Terms & Conditions

By purchasing any drop it MODERN product, you agree to the following:

I agree these measurements have been reviewed and meet the specifications of the space they will be installed. I understand that any changes to the dimensions after my order has been placed will incur a change order fee of 15% of the order total.

I understand all projects are printed to order and all sales are final. I understand orders cannot be returned, cancelled, or exchanged under any circumstance.

I am aware that images and colors displayed on screen may vary from monitor to monitor and what is shown here may not be an exact representation of what will be printed. I have purchased and received a physical sample to confirm color and paper type. If my project requires color matching between my wallpaper order and another material in the space, I have discussed this matter with drop it MODERN and understand color matching options and limitations.

I understand this wallpaper requires professional installation by someone experienced in double cutting. This proof has been verified by the installer who will hang the wallpaper. The installer has confirmed the measurements on this proof are accurate and that all architectural elements such as soffits, staircases, windows, doors, chair rail, etc, have been considered.

I understand this order will require a signature upon delivery.

I understand I have 5 days after receiving my order to contact drop it MODERN with any issues.

Modern Membership Terms & Conditions

The terms and conditions set forth below ("Terms and Conditions") apply to the Drop it Modern Membership ("Modern Membership"). These Terms and Conditions are between you ("Member" or "you") and Drop it Modern, Inc. ("DIM", "we" or "us"). By registering for, joining or using the Modern Membership, you hereby consent to enter into an electronic agreement with us, and for DIM to send to you electronic communications about your Modern Membership ("Membership"), as further set forth below, and you hereby agree to these Terms and Conditions and the DIM Privacy Policy.

For information on the DIM Privacy Policy, view the DIM Privacy Policy, as it may be amended by DIM from time to time.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN THE "GOVERNING LAW; ARBITRATION" SECTION BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

Consent to Electronic Communications

By registering, joining or using the Modern Membership, you are consenting for DIM to send to you electronic communications about the Modern Membership and your Membership.

Categories of Communications. You consent to receive communications relating to your Membership in electronic form. The communications covered by your consent may include, but are not limited to: (i) any initial disclosure statement or agreement governing your Membership, including these Terms and Conditions; (ii) any disclosure required by federal, state, provincial, territorial or local law, including any disclosure under the federal Electronic Fund Transfer Act, the federal Fair Credit Reporting Act and the financial privacy provisions of the Gramm-Leach-Bliley Act; (iii) any letter, notice or alert regarding your Membership, including, but not limited to, notices regarding expiration and renewal of your Membership, and any change to your Membership; and (iv) any other disclosures, notices or communications in connection with the application for, opening of, and maintenance of your Membership. Such electronic communications may include your name and certain information about your Membership, including the expiration date of your Membership and Membership renewal fee. Electronic communications may be reviewed by any party, including us, with access to your Membership, the email account you have provided to us for delivering these communications, or the hardware or software you use to view your Membership information or your email account.

How to Withdraw Your Consent. You may not apply online for a Membership, and you may not register your Membership for online services (including electronic statements or mobile alerts), unless you also provide your consent to receive electronic communications. If you have registered for online services (such as electronic statements or mobile alerts) and you subsequently wish to withdraw your consent to receive future electronic communications, you must withdraw your consent to stop receiving electronic communications. Any withdrawal of your consent to electronic communications will be effective only after a 10-day delay, to process such withdrawal request.

How to Update Your Records. You agree to promptly update your contact information, including your email address, if it changes, by providing such updated information through your online account with DIM via email to info@dropitmodern.com or by calling (971) 645-9168.

Hardware and Software Requirements. In order to access your Membership and any related electronic communications, you must have a computer, mobile device or other device with Internet-browsing capabilities; an SSL-enabled web browser that supports HTML 5, JavaScript and CSS3; an Internet connection; and sufficient electronic storage capacity on your hard drive or other data storage facility, or a means to print or store notices and information through your browser software. Such hardware or software requirements may change from time to time. We will post on our websites offering the Modern Membership, any changes in such requirements that may affect your access to electronic communications related to your Membership. You should periodically check for such posted information.

Paper Copies of Communications. Upon your request, we will provide you with a paper copy of any communication that we provide to you electronically. If you would like a paper copy of any such communication, please email us at: info@dropitmodern.com or by calling (971) 645-9168. There will be no charge for any paper copy.

Communications in Writing. All communications in either electronic or paper format from us to you will be considered to be in writing. You should print or download a copy of this consent, these Terms and Conditions and any other electronic communication that is important to you for your records.

Electronic Signatures. You acknowledge that by clicking on the "Join Now", "Sign In to Join", "Continue" or a similar button provided in connection with these Terms and Conditions, you are indicating your intent to sign up for electronic communications, and that such action shall constitute your signature.

US Federal Law. You acknowledge and agree that your consent is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act, and that you and we both intend that the Act apply to the fullest extent possible to validate our ability to conduct business and communicate with you by electronic means.

Modern Membership Benefits

The Modern Membership is a paid membership program that, subject to these Terms and Conditions and applicable law, provides members of the Modern Membership with the following Gallery and online benefits:

20% savings every day on all wallpaper items* from DIM

Twenty five (25) complimentary standard processed samples per month. Additional samples will receive 20% savings.

*Limited exclusions apply. See Benefit Exclusions below.

Modern Membership benefits are valid at dropitmodern.com and on any custom quotes.

Benefit Exclusions

Modern Membership benefits do not apply to purchases for customization services (including the Drop it Yourself Tool), Print Your Own Design, rush processing, shipping, or taxes. Certain products may be excluded from the Modern Membership benefits.

This Modern Membership is for any company or corporate entity/enterprise in the interior design field with a company name, tax ID number, and two forms of documentation validating your status as a member of the trade. Acceptable documentation includes:
- Website
- Business License
- Business Certificate
- Articles of Organization (LLC)
- Articles of Incorporation (INC)
- Employee ID (EIN) Document
- Trade Organization Membership (ex: NEWH, IIDA, ASID, NCIDQ)
- Design Profession Degree/Certificate of Completion
Please allow for 1 business day to complete this process.

Any one-time discount and promotion codes cannot be used or combined with any discount or other benefit offered under the Modern Membership.

DIM may also offer certain existing or new programs, promotions, merchandise categories and other offers that are not eligible to be combined with Modern Membership benefits.

Payment

Your credit or debit card will be charged immediately upon checkout. We will not process orders that attempt to use an incorrect, expired, or over-the-limit credit card. However, in the event such an order is processed, we reserve the right to collect funds for any uncollected transactions owed to us. If you fail to pay any fees or charges when due or if a redelivery fee or restocking fee is imposed, we may charge such amount directly to the credit card identified in your account and may suspend or terminate your access to the Modern Membership services. You shall be responsible and liable for any fees, including attorneys’ fees and collection costs, that we may incur in our efforts to collect any unpaid balances from you. Your right to use the Modern Membership services is subject to limits established by us and/or by your credit card issuer.

We use a third party payment service in lieu of directly processing your credit card information. By submitting your credit card information, you grant DIM the right to store and process your information with the third party payment service, which it may change from time to time; you agree that DIM will not be responsible for any failures of the third party payment service to adequately protect such information. All financial matters regarding your information are subject to the conditions of the third party payment service provider’s terms of service. You acknowledge that we may change the third party payment service and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security technology.

Modern Membership Terms and Conditions

You must be at least eighteen (18) years of age or older to register for, join or use the Modern Membership.

Modern Membership FEE, TERM AND RENEWALS

THE FEE FOR THE MODERN MEMBERSHIP (THE "MEMBERSHIP FEE") IS ONE HUNDRED FIFTY DOLLARS (USD $150.00) PER YEAR.

YOUR MEMBERSHIP WILL RENEW AUTOMATICALLY EACH YEAR ON OR ABOUT THE ANNUAL ANNIVERSARY OF YOUR SIGN-UP DATE (UNLESS YOU CANCEL YOUR MEMBERSHIP). UNLESS YOU NOTIFY US BEFORE A MEMBERSHIP FEE CHARGE THAT YOU WISH TO CANCEL YOUR MEMBERSHIP ACCOUNT OR THAT YOU DO NOT WISH TO AUTO RENEW YOUR MEMBERSHIP, YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOUR MEMBERSHIP WILL AUTOMATICALLY CONTINUE FOR ANOTHER YEAR AND YOU AUTHORIZE DIM (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT AND CHARGE THE THEN-APPLICABLE MEMBERSHIP FEE, ANY APPLICABLE TAXES AND ANY APPLICABLE CURRENCY CONVERSION FEE, EACH YEAR USING ANY CREDIT CARD DIM HAS ON FILE FOR YOU.

IF YOU WISH TO CANCEL YOUR MEMBERSHIP, YOU MAY DO SO BY ADJUSTING YOUR SETTINGS IN "MY ACCOUNT" OR BY EMAILING INFO@DROPITMODERN.COM OR CALLING (971) 645-9168. IF YOU CHOOSE TO CANCEL YOUR MEMBERSHIP ANYTIME DURING THE DURATION OF YOUR SUBSCRIPTION, THE MEMBERSHIP BENEFITS WILL IMMEDIATELY DISCONTINUE.

YOU MAY OPT-IN TO RECEIVE MEMBERSHIP RENEWAL REMINDERS VIA EMAIL BY ADJUSTING YOUR SETTINGS IN "MY ACCOUNT". IF YOU HAVE OPTED-IN TO EMAIL REMINDERS, WE WILL SEND YOU A RENEWAL REMINDER THREE (3) DAYS PRIOR TO THE EXPIRATION OF THE THEN-CURRENT MEMBERSHIP TERM. IF YOU RESIDE IN A STATE OR PROVINCE WHERE SPECIFIC RENEWAL NOTIFICATIONS ARE REQUIRED, YOU WILL RECEIVE A RENEWAL REMINDER VIA EMAIL WITHIN THE APPLICABLE TIMEFRAME REQUIRED BY LAW IN YOUR STATE OR PROVINCE. RENEWAL NOTIFICATIONS WILL INCLUDE INSTRUCTIONS ON HOW TO CANCEL YOUR MEMBERSHIP TO AVOID ANY FUTURE CHARGE.

IF YOUR PAYMENT CARD IS DECLINED, WE MAY CONTINUE ATTEMPTING TO PROCESS YOUR MEMBERSHIP FEE UNTIL THE CHARGE IS APPROVED BY YOUR PAYMENT CARD ISSUER. IN ADDITION, YOU AGREE TO PROVIDE US WITH ALTERNATE PAYMENT CARD INFORMATION FOR PURPOSES OF PROCESSING ANY CHARGES OWED BY YOU, INCLUDING ANY APPLICABLE MEMBERSHIP FEE. WE AND OUR THIRD PARTY PAYMENT SERVICE PROVIDERS MAY REQUEST, AND MAY RECEIVE FROM ANY OF YOUR PAYMENT CARD ISSUERS OR ANY PAYMENT CARD NETWORK, UPDATED PAYMENT CARD INFORMATION, SUCH AS CANCELLATION OF ANY PAYMENT CARD ACCOUNT, UPDATED PAYMENT CARD NUMBERS OR EXPIRATION DATES. IF SUCH UPDATED INFORMATION IS PROVIDED TO US AND/OR ANY OF OUR THIRD-PARTY PAYMENT SERVICE PROVIDERS, WE MAY USE THAT INFORMATION TO PROCESS ANY PAYMENT THAT YOU HAVE AUTHORIZED US TO CHARGE TO SUCH PAYMENT CARD, INCLUDING PAYMENT FOR ANY APPLICABLE MEMBERSHIP FEE OR ANY MEMBER PURCHASES. BY ENROLLING IN THE MODERN MEMBERSHIP, YOU HEREBY AUTHORIZE DIM AND ITS THIRD PARTY PAYMENT SERVICE PROVIDERS TO UPDATE YOUR PAYMENT CARD INFORMATION AND CHARGE YOUR PAYMENT CARD USING ANY SUCH UPDATED PAYMENT CARD INFORMATION. YOUR PAYMENT CARD ISSUER MAY ALLOW YOU TO OPT OUT OF PROVIDING UPDATED CARD INFORMATION. FOR MORE INFORMATION, PLEASE CONTACT YOUR PAYMENT CARD ISSUER.

ALL SALES OF THE MODERN MEMBERSHIP ARE FINAL.

Except as expressly set forth in these Terms and Conditions, or as otherwise required by applicable law, paid Membership Fees are non-refundable. If you decide to cancel your Membership, your Membership will automatically expire at the end of your then-current Membership term.

For businesses only, you may include up to five total Members on your Membership and each member must have the same email domain. Neither a Membership nor its benefits are transferable or assignable to, and may not be used by, any individual not listed on such Membership in accordance with these Terms and Conditions.

You may join the Modern Membership online here.

For Modern Membership benefits to apply to a particular purchase, your Membership must be active and available at the time of purchase. You must be signed into your account at dropitmodern.com for your benefits to apply to your purchase online. If require a custom quote, your discount will be reflected in your invoice after providing the DIM associate with your name, email address and/or phone number to verify your Membership, so that you receive your applicable Modern Membership benefits.

Your Membership will be activated after purchasing the Modern Membership subscription for $150 and a member of the DIM team validates two forms of documentation noting your status as a member of the trade. This process can take up to 1 business day. The benefits may be applied immediately to any purchase made after you become a Member. You will not be eligible to receive retroactive Modern Membership benefits for purchases made by you prior to enrolling in the Modern Membership. You will not receive any retroactive benefits for purchases made after your Membership is terminated unless you re-enroll.

Enrollment and participation in the Modern Membership are voluntary, optional and not required to complete any transaction or sale, including, but not limited to, any credit or debit card transaction.

DIM reserves the right, in its sole and absolute discretion, to exclude any individual(s) from the Modern Membership or to terminate any Membership, for any reason, including, without limitation, abuse of the Modern Membership including excessive complimentary sample orders, failure to follow these Terms and Conditions, or fraud, misrepresentation or other conduct detrimental to the interests of DIM. Any such exclusion or termination may affect eligibility for further participation in the Modern Membership and/or any other DIM program.

The Modern Membership makes available complimentary access (as applicable) with respect to certain goods and services, as expressly provided in these Terms and Conditions. Notwithstanding anything herein to the contrary, no services are made available pursuant to these Terms and Conditions; and services made available by DIM are made available subject to separate terms, and certain goods may be subject to separate terms as well.

Important Note to New Jersey Consumers

If you are a consumer residing in New Jersey, the following provisions of these Terms and Conditions do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) in the "Disclaimers; Limitations of Liability" section below, the disclaimer of liability for any indirect, incidental, punitive and consequential damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code and New Jersey Consumer Fraud Act; (b) in the "Disclaimers; Limitations of Liability" section below, the limitation on liability for loss, misappropriation and/or theft of data, goodwill, income or profit, loss of or damage to property of any kind, and any other intangible losses (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) in the "Disclaimers; Limitations of Liability" section below, application of the limitations of liability to the recovery of damages that arise under breach or repudiation of contract, tort, civil liability, negligence, gross negligence or strict liability (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act; and (d) in the "Governing Law; Arbitration" section below, the New York governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).

Notice to California Users

Residents of California who use the DIM website are entitled to know there are no charges to the consumer for use of our website, other than the cost of any products or services purchased therein and any applicable taxes, shipping fees, and other charges associated with such purchases. Unless otherwise stated, these charges appear for each purchase on the order confirmation pages relating to each purchase and e-mailed to the consumer after purchase. We reserve the right to change our pricing. You may contact us to resolve a complaint regarding any aspect of our service by emailing us at info@dropitmodern.com or by calling (971) 645-9168.

Changes to Modern Membership and these Terms and Conditions

DIM may, in its sole and absolute discretion, change any provision of these Terms and Conditions, including, without limitation, Modern Membership benefits, exclusions and fees, at any time and without liability. DIM may notify you of such changes by any reasonable means, including by posting revised Terms and Conditions on this page or on our websites offering the Modern Membership. Any change to these Terms and Conditions shall take effect immediately, unless otherwise provided by DIM or otherwise required or prohibited by law. You may view the current version of the Terms and Conditions at any time at any DIM website.

To the fullest extent permitted by applicable law, if you continue to use your Membership after we change these Terms and Conditions, or if you do not cancel your Membership as described above, you will be indicating your acceptance of such changes. If any change to these Terms and Conditions is for any reason found invalid, void or unenforceable, such change is severable and will not affect the validity and enforceability of any remaining change or any other provision of these Terms and Conditions.

Accuracy of Information

We expect Members to submit and maintain accurate and current information in connection with their Membership. Such information includes, without limitation, name, address, email address and phone number. Members are responsible for ensuring that all of their account information is up-to-date and accurate (such as, without limitation, a Member's billing address may affect certain Membership renewal terms and legally mandated notice requirements). Members can change their Membership information by: (i) updating their Member profile data through an authenticated website account; (ii) requesting an update from an DIM associate at the customer service center or any gallery; or (iii) calling (971) 645-9168. We are not responsible or liable for any correspondence (including any physical mail or email) that is lost, delayed or misdirected.

Marketing & E-Mail Communication

Unless you expressly opt-out, by joining the Modern Membership, you, to the extent permitted by applicable law, automatically subscribe to DIM's marketing and e-mail exclusives and will receive, and agree to receive, promotional mail and emails from DIM. Unsubscribing from DIM's marketing and/or email exclusives will not discontinue your Membership. If you do not wish to receive future marketing and/or email exclusives, you can request that they be selecting "unsubscribe" at the bottom of any DIM marketing email. We will seek to implement your request within a reasonable time period. Please note that Members who unsubscribe from DIM's marketing and/or email exclusives will continue to receive non-marketing emails, postal mail and other communications from DIM relating to the Modern Membership.

DISCLAIMERS; LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) USE OF THE MODERN MEMBERSHIP AND ANY OF ITS ASSOCIATED BENEFITS IS AT YOUR SOLE RISK; (B) THE MODERN MEMBERSHIP AND ITS BENEFITS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS; (C) DIM AND ALL OF ITS AFFILIATES, DIRECTORS, OFFICERS AND AGENTS (COLLECTIVELY, "MODERN MEMBERSHIP PROVIDERS") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (D) MODERN MEMBERSHIP PROVIDERS MAKE NO WARRANTY THAT: (I) THE MODERN MEMBERSHIP WILL MEET YOUR REQUIREMENTS; (II) THE MODERN MEMBERSHIP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU IN CONNECTION WITH YOUR USE OF THE MODERN MEMBERSHIP WILL MEET YOUR EXPECTATIONS.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW; (Y) MODERN MEMBERSHIP PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR APPLICATION FOR MEMBERSHIP IN, YOUR PARTICIPATION IN, YOUR MEMBERSHIP IN AND/OR THE TERMINATION OF YOUR MEMBERSHIP IN, THE MODERN MEMBERSHIP; AND (Z) THE FOREGOING IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND , REGARDLESS OF WHETHER THOSE DAMAGES WERE FORESEEABLE TO DIM, INCLUDING BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, LOSS, MISAPPROPRIATION AND/OR THEFT OF DATA, GOODWILL, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY OF ANY KIND, ANY OTHER INTANGIBLE LOSSES AND CLAIMS OF THIRD PARTIES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE MODERN MEMBERSHIP OR ANY BENEFITS THEREOF; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO IN CONNECTION WITH THE MODERN MEMBERSHIP; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR MODERN MEMBERSHIP DATA; OR (IV) ANY OTHER MATTER RELATING TO THE MODERN MEMBERSHIP OR YOUR MEMBERSHIP.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: THE MAXIMUM COLLECTIVE LIABILITY OF THE MODERN MEMBERSHIP PROVIDERS FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, HOWEVER ARISING, SHALL BE EQUAL TO THE GREATER OF (1) THE MEMBERSHIP FEES ACTUALLY PAID BY YOU TO THE MODERN MEMBERSHIP PROVIDERS IN EXCHANGE SOLELY FOR THE RIGHT TO USE THE MODERN MEMBERSHIP IN THE PREVIOUS TWELVE (12) MONTHS; AND (2) ONE HUNDRED FIFTY U.S. DOLLARS ($150.00). EXCEPT AS MAY BE PROHIBITED BY APPLICABLE LAW, THE LIMITATIONS SET FORTH HEREIN SHALL APPLY WITH RESPECT TO ANY THEORY OF LEGAL LIABILITY, INCLUDING BREACH OR REPUDIATION OF CONTRACT, TORT, CIVIL LIABILITY, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, BY AGREEING TO THESE TERMS AND CONDITIONS, YOU WILLINGLY AGREE THAT YOU HAVE RELINQUISHED YOUR RIGHT TO SEEK DAMAGES FROM THE MODERN MEMBERSHIP PROVIDERS AS SET FORTH HEREIN, AND THAT SUCH LIMITATION REFLECTS A REASONABLE ALLOCATION OF RISK.

Termination

We may terminate or decline to renew your Membership at our reasonable discretion, including if we suspect that you have breached any provision of these Terms and Conditions, and as otherwise provided herein. No failure to insist upon or enforce strict compliance with these Terms and Conditions will constitute a waiver of any provision hereof or any of our rights.

Governing Law: Arbitration

Subject to applicable law, these Terms and Conditions are governed by the laws of the United States (including the Federal Arbitration Act and other federal arbitration law) and the State of Oregon, U.S.A., without regard to its principles of conflicts of law, and regardless of your location.

Except for disputes that qualify for small claims court, the Parties agree to endeavor to identify in advance issues that could generate controversy or dispute, in order to permit their early resolution by friendly negotiations, and to negotiate in good faith, for a period of thirty (30) days or such other period as may be mutually agreed upon by them in writing, to resolve all such controversies and disputes in an amicable manner. If it is not possible to resolve such controversies or disputes through good faith negotiations between the Parties, the matter shall be settled by binding arbitration in accordance with the Commercial Arbitation Rules of the American Arbitration Association (“AAA”) and under the laws of the United States and the State of Oregon. The arbitration shall take place in Portland, Oregon and shall be conducted in English language before a single neutral arbitrator selected in accordance with AAA rules. The Parties agree that service of any notices in the course of such arbitration at their addresses as given in this Agreement shall be valid and sufficient. Any award rendered in such arbitration shall be final and binding upon the parties, and judgment upon the award rendered in the arbitration may be entered and enforced in any court having jurisdiction.

Force Majeure

Neither DIM nor any service provider, service partners, licensors, licensees, officers, directors, members, agents, employees, representatives, or affiliates, shall be liable for performance of its obligations under these Terms and Conditions if it is prevented or delayed from performing such obligations as a result of (i) any provision of any present or future law or regulation of any state or of the United States, (ii) any act of God, war, civil unrest, criminal activity, or emergency condition, (iii) the unavailability, failure or interruption of the Internet; or (iv) any other circumstances beyond the reasonable control of DIM or its service providers including but not limited to service partners, licensors, licensees, officers, directors, members, agents, employees, representatives, or affiliates.

Waiver

Any waiver or failure to enforce any provision of these Terms and Conditions on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability

In the event that any provision of these Terms and Conditions is declared void or unenforceable, such provision shall be deemed severed from these Terms and Conditions, and these Terms and Conditions shall otherwise remain in full force and effect unless its purpose cannot be effected absent the severed provision.

Acknowledgement

These Terms and Conditions, including all documents referenced herein, represent the entire understanding between you and DIM with respect to the Modern Membership, and supersede any other agreements, statements or representations with respect to the Modern Membership. Headings used in these Terms and Conditions are for reference only, and shall not affect the meaning of any terms. Any Member of the Modern Membership is deemed to have accepted these Terms and Conditions and the DIM Privacy Policy.

Intellectual Property

As between you and DIM, all Modern Membership materials, including all designs, texts, graphics, logos, button icons, images, audio clips, software, and the compilation thereof (including the selection, arrangement and assembly thereof) is the exclusive property of DIM, and is protected by United States and international copyright and other intellectual property laws. Unless otherwise indicated on a particular part of the Modern Membership materials, you are granted permission solely to electronically copy and print portions of the Modern Membership materials for the sole purpose of using the Modern Membership materials for your personal, non-commercial use, subject to these Terms and Conditions. Any other use of any Modern Membership materials (including any reproduction, modification, distribution, republishing, transmission, display or performance) without the prior written permission of DIM is strictly prohibited. DROP IT MODERN is a registered trademark of Drop It Modern, Inc.