TERMS OF USE

The following terms and conditions of use (the “Terms”) apply to and govern the use of and purchase of products from BACOR, Inc. and the website, HandbagHandcuff.com (the “Site”). The terms “BACOR, Inc.” or “us” or “we” or “our” refers to the owner of the Site. The term “you” refers to the user or viewer of the Site. Please be advised that your use of the Site constitutes your agreement to follow and be bound by those Terms.

1. Acknowledgment and Acceptance of Terms and Conditions

These Terms outline the agreement between the Site and all users. When using the Site, you shall be subject to any stated policies and guidelines that are contained in the Site and in any paper documentation (e.g., catalogs, invoices, insert mailers), including any terms or conditions provided by any of our content partners. You hereby acknowledge that you have read and understand and agree to be bound by the Terms set forth herein, as well as (a) the terms of our Privacy Policy and (b) any supplemental terms appearing elsewhere on the Site, all of which are hereby incorporated by reference (collectively referred to as the “Agreement”). If you do not understand, agree with or do not wish to be bound by all of the Terms of the Agreement, do not use the Site, and do not register to create an account on the Site. Questions or concerns regarding these Terms should be directed to info@HandbagHandcuff.com. We reserve the right to amend the Agreement at any time and will post the amended Agreement here.

2. Description of Website and Services

Handbag Handcuff® bag restraints and related accessories will be offered for sale on the Site. Users of the Site will be able to view and purchase these products and to learn about our programs and affiliations (“Services”). All content and Services made available on and through the Site shall automatically be governed by these Terms.

3. License to Use and Access HandbagHandcuff.com

BACOR, Inc. grants you a limited license to access and make personal use of the Site, but not to download or modify it, or any portion of it, except with BACOR, Inc.’s express written consent. The license does not allow any resale or commercial use of the Site or its contents, any derivative use of the Site or its contents, or any use of data mining, robots, or similar data gathering and extraction tools. No portion of the Site may be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purposes without BACOR, Inc.’s express written consent. BACOR, Inc. reserves the right to terminate your account if BACOR, Inc. determines, in its sole discretion, that you have not complied with these Terms.

4. Intellectual Property Rights

BACOR, Inc. displays/offers content on the Site for you to examine, including, but not limited to: articles, text graphics, blog entries, comments, product descriptions, photographs, pictures, drawings, animation, audio, video, literature and any other material distributed by BACOR, Inc. in connection with its products and/or the Site. The selection and arrangement of this content, as well as the software published on the Site, are owned by and subject to copyright and or patent protection of BACOR, Inc., its affiliates or licensors, or by third parties that authorize BACOR, Inc. to make such content available to you. As between BACOR, Inc. and you, BACOR, Inc. is the sole owner of all content on the Site, including, without limitation, all applicable U.S. and non-U.S. copyrights, patents, trademarks, service marks, trade names, product names, company names, domain names, logos and trade secrets, database rights, moral rights, sui generis rights, and other intellectual property rights thereto. You shall abide by copyright or other notices, information and restrictions appearing in conjunction with any content accessed through the Site. Except as otherwise specifically provided in these Terms or otherwise expressly approved in writing by BACOR, Inc., you may not (a) provide or create a link to the Site; (b) create any frames at any other websites pertaining to or using any of the content located at the Site; or (c) download or save a copy of the Site or any portion thereof, for any purpose. You may, however, print a copy of individual screens appearing as part of the Site solely for your personal, noncommercial use or records, provided that any marks, logos, legends or other proprietary notice appearing on the copied screens remains on and is not removed from the printed or stored images of such screens. All title and intellectual property rights in and to the content of the linked sites is the property of BACOR, Inc. or the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. If you do wish to link to the Site, please contact info@handbaghandcuff.com to seek approval.

5. Copyright Notice

Copyright © BACOR, Inc. | Handbag Handcuff®. All rights reserved. All materials found on the Site are protected by United States and international copyright laws and treaty provisions and may not be reproduced, copied, edited, published, transmitted, uploaded, distributed, publicly performed or otherwise used in any manner, except with the express prior written permission of BACOR, Inc. | Handbag Handcuff®. The Site is protected by copyright as a collective work and/or compilation, pursuant to United States copyright laws, international conventions and other applicable intellectual property laws, rules and regulations.

6. Trademarks

Handbag Handcuff’s name and logo are trademarks, service marks, and/or trade names of BACOR, Inc., all pending or registered in U.S. Patent and Trademark Office. All trademarks, service marks, and trade names owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion. Furthermore, our marks may not be used without BACOR, Inc.’s prior written authorization, except as necessary to accurately identify BACOR, Inc.’s products or services. All other trademarks, service marks, and trade names contained in the Site are the properties of the respective owners. BACOR, Inc. disclaims any proprietary interest in trademarks, service marks and trade names other than its own.

7. Patents

In accordance with Section 287(a) of Title 35 of the United States Code, the reader is hereby placed on notice of U.S. Pat. Publ. No. 2010/0147913, as well as U.S. and foreign patents pending.

8. Infringement of Intellectual Property Rights

If you believe that our Site utilizes content in a manner that constitutes copyright infringement, please provide our Copyright Agent with a written notice which includes the following information: (a) your contact information: telephone number, email and mailing addresses, (b) a description of the copyrighted work that you claim is being infringed, (c) a description of where the claimed infringing material appears/is located on the Site, (d) a statement by you (claimant) that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, (e) a statement by you, made under penalty of perjury, that the above information in your notice is accurate, and (f) an electronic or physical signature you or a person authorized to act on behalf of the exclusive right that is claimed to have been infringed. Registered Copyright Agent BACOR, Inc.137 North Larchmont Boulevard, #219 Los Angeles, California 90004

9. Indemnification

You hereby agree to indemnify, defend and hold harmless BACOR, Inc. and its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees, from and against any and all damages, claims, actions, liabilities, costs and expenses, including reasonable attorneys’ fees, arising from your use or misuse of the Site, or your infringement of any intellectual property or other right of any person or entity, or the uploading, posting, publishing, emailing, reproduction, distribution or transmission of any content or other materials by you or users authorized by you, or in connection with any claim arising from any breach by you of this Agreement or the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in asserting any available defense of any claim. BACOR, Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement that affects the rights of BACOR, Inc. without BACOR, Inc.’s prior written approval.

10. Limitation of Liability

You expressly agree that BACOR, Inc., its officers, directors, employees, agents, sponsors, advertisers, parents, affiliates, successors or assigns, shall not be liable to you or any third party for (a) any direct or indirect, special, punitive or exemplary, incidental or consequential damages or loss of profits, use, data, or other intangibles, arising in any way out of the availability, reliance on, use of or inability to use the Site or of the content (and/or related software) thereon or the Services provided by the Site; (b) any of the materials provided by BACOR, Inc. or third parties through the Site or the Services; (c) any damage or loss interruptions, technical issues, deletions of files, errors, defects, delays in performance of the Service on the Site, regardless of the claim as to the nature of the cause of action, even if BACOR, Inc. or its agents has been advised of the possibility of such damages or loss, and regardless of the form action, whether in contract, tort, or otherwise; or (d) for any claim attributable to errors, omissions, or other inaccuracies in, or destructive properties of, the Site. Notwithstanding anything else contained in these Terms, in no event shall BACOR, Inc.’s aggregate liability to you or any third party for any damages, losses, claims and causes of action, whether in contract, tort, negligence or otherwise (collectively “Damages”), exceed the amount paid by you for BACOR, Inc.’s products purchased in connection with the Services. Some jurisdictions may not allow the exclusion or limitation of liability for incidental or consequential damages, so BACOR, Inc.’s liability shall be limited to the extent permissible under applicable law.

11. Disclaimer of Warranties

You expressly agree that you use the Site and its Services at your sole risk. The content on the Site, products and Services are provided “as is,” “where is” and “as available,” and without warranties of any kind, either express or implied, including, but not limited to, the implied warranties of the merchantability and fitness for a particular purpose. Without limitation of the foregoing, BACOR, Inc. expressly disclaims any and all warranties of any kind, including, but not limited to, noninfringement as to the operation of the Site and Services, or the information, content, materials, or products included therein. BACOR, Inc. does not warrant, guarantee or make any representations regarding (a) the availability, accuracy, appropriateness, reliability, timeliness, usefulness, or otherwise of the information, content, products, merchandise, Services on the Site; or (b) any warranties of title, warranty of noninfringement, warranties of merchantability or fitness for a particular purpose. This disclaimer of liability applies to any damages or injury caused by the Site, including, without limitation, as a result of (a) any error, omission, deletion or defect in the content, or (b) any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus (such as worms, Trojan horses or other harmful components), communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tort, negligence, defamation or under any other cause of action. You (and not BACOR, Inc. or Handbag Handcuff®) will be solely responsible for any damage to your computer system or loss of data that results from your attempt to download any material from the Site, and you shall assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions may not allow the exclusion of certain guarantees, representations or warranties, therefore some of the above exclusions may not apply to you to the extent not allowed by such law.

12. Links to Third-Party Sites

The Site may contain links to other websites and/or services. Any such interactions and/or transactions that occur between you and any such third party are strictly between you and that third party and are not the responsibility of BACOR, Inc. You acknowledge and agree that BACOR, Inc. has no control over third parties or other users of these linked sites and resources, including content, information, products and services offered by advertisers, and BACOR, Inc. does not assume any liability or responsibility for the actions, product, availability or content of these outside resources. BACOR, Inc. explicitly disclaims any responsibility for the materials contained on third-party sites or that link to third-party sites and/or related services. BACOR, Inc. is not responsible for examining or evaluating, and does not represent or warrant the offerings or availability of, any of these businesses or individuals or the content of their websites, or the security of any information you might be requested to give any third party or link to third-party site. You hereby irrevocably waive any claim against BACOR, Inc. with respect to such sites and services. You should direct any concerns regarding any external link to the site administrator or webmaster of the third-party website.

13. Public Forums and User Submissions

The Site may utilize user testimonials or make available feedback, comments, chat rooms, blogs, forums, message boards, and/or news groups to its users (“Public Forum”). All testimonials, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to BACOR, Inc. on or by the Site or otherwise disclosed, submitted or offered in connection with your use of this Site (collectively, “Submissions”) shall be and remain the property of BACOR, Inc. Such disclosure or offer of any Submissions shall constitute an assignment to BACOR, Inc. of all worldwide rights, titles and interests in all copyrights, publicity, database and other intellectual property rights that you have in the Submissions. You agree to grant us a perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any copyright, publicity and database rights you have in that information, in any media now known or developed in the future. Thus, BACOR, Inc. will own exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Submissions. BACOR, Inc. is and shall be under no obligation (a) to maintain any Submissions in confidence; (b) to pay to user any compensation for any Submissions; or (c) to respond to any user Submissions. Notice is given that any and all messages uploaded to any Public Forum on the Site can and may be read by the operators of this Service, regardless of whether or not the operators are the intended recipients of such messages. If you choose to make any of your personally identifiable or other information publicly available, you do so at your own risk. You hereby grant us and our sublicensees the right to use the name that you submit in connection with such content, although we will only use your personal information in accordance with our Privacy Policy. You acknowledge that any Submissions may be reproduced, published, distributed, transmitted, edited, removed, modified, adapted, used and/or displayed by BACOR, Inc. in any manner, as above, and that we can create derivative works from the information you supply us through your Submission. You also agree that we shall be free to use any ideas, concepts or techniques embodied in any Submission for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products or services incorporating such ideas, concepts, or techniques without your approval or compensation to you. You waive any rights you may have in modifications or alterations to your Submissions or in the event that your Submission is changed in a manner not agreeable to you. In addition, you hereby waive all moral rights you may have in any materials uploaded to the Service or sent to us by you. BACOR, Inc. reserves the right to delete, move or edit messages that we, in our sole discretion, deem are in violation of the law (including trademark and copyright law), or this Agreement, or are abusive, defamatory, obscene or otherwise unacceptable.

14. Representations and Warranties; Prohibited User Conduct

You represent, warrant and covenant that, while using the Site, the Services available on and through the Site, and the Public Forum(s), you shall not transmit, submit, upload, distribute or publish content or material that contains or is:

• Unlawful, threatening, harassing, degrading, vulgar, hateful or intimidating; or harmful or injurious to minors; or otherwise violates any applicable laws, rules or regulations;

• Illegal, libelous, slanderous, defamatory, obscene, pornographic, profane, sexually explicit, abusive, invasive of privacy or publicity rights, or otherwise injurious to any third party or entity;

• Unsolicited or unauthorized advertising, political campaign literature, mass mailings, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” surveys, contests, or investment opportunities, or any form of solicitation (commercial or otherwise), or uses any distribution lists, including any content targeted to reach any person who has not given specific permission to be included in such a process (commercial or otherwise);

• False or misleading or otherwise misrepresentation regarding origin or your affiliation with any person or entity designed to indicate that we endorse any statement you make, whether expressly or by implication;

• A solicitation of funds or for goods or services; or promotional material (e.g., to promote websites, goods or services, whether competitive with BACOR, Inc. and Handbag Handcuff® products or otherwise), without BACOR, Inc.’s express prior written consent;

• A file or program that is harmful or invasive or that may be or ise intended to damage or hijack the operation of the Site or its Services, or to monitor the use of any hardware, software or equipment, such as a virus, worm, Trojan Horse, Easter egg, time bomb, spyware, cancelbot, or other computer code.

You further agree that you will not use the Site, its Services or any of its Public Forums:

• To impersonate any person or entity;

• In a commercial manner, or for any reason other than personal use, copying or storing, reproducing, duplicating, reselling or otherwise exploiting any content for any purpose other than your personal, noncommercial use is expressly prohibited without BACOR, Inc.’s express prior written permission, or the copyright holder identified in the individual content’s proprietary rights’ notices. If any content (in whole or in part) on your personal website is accessible to any other person, then it is not considered a personal use and is not permitted;

• To reproduce, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer, rental or sale of, create derivative works from, distribute, perform, display, reverse engineer, decompile or dissemble, or in any way exploit any of the content, software, materials, in whole or in part;

• To violate, plagiarize or infringe upon or interfere with BACOR, Inc.’s intellectual property rights, or the rights of any third party, including, but not limited to, removing any copyright, trademark, patent or other proprietary rights’ notice(s) from the Site and Services or content or materials originating from the Site and Services; or using meta tags or any other “hidden text” utilizing BACOR, Inc.’s name or trademarks, including Handbag Handcuff®, without the express prior written consent of BACOR, Inc.;

• To frame or mirror any part of the Site and Services without BACOR, Inc.’s express prior written consent; or forge headers or otherwise manipulate identifiers in order to disguise the origin of any materials transmitted through the Site and Services;

• To engage in “spidering” or utilize any site search and/or retrieval application to retrieve, index, “scrape,” “data mine” or in any way gather, harvest or collect content or materials from the Site and Services, including personally identifiable information, passwords or email addresses; or to systematically download and store content from the Site and Services in order to create a database; or attempt to gain unauthorized access to the Site and Services, other accounts, computer systems or networks connected to the Site and Services, through password mining or any other means; or to reproduce or circumvent the navigational structure or presentation of the Site and Services;

• To download, or otherwise copy, or provide (whether for a fee or not) to a person or entity that is not a user of the Site and Services any directory of BACOR, Inc.’s users or usage information or any portion thereof other than in the context of your use of the Site and Services as permitted under this Agreement;

• To interfere with or disrupt the operation of the Site and Services or the servers or networks used to make the Site and Services available; or violate any requirements, procedures, policies or regulations of such networks; or to restrict or inhibit any other person from using the Site and Services, including, without limitation, by hacking or defacing any portion of the Site and Services; or otherwise act in a manner that negatively affects other users’ ability to engage in real-time exchanges;

• To violate contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or give rise to criminal or civil liability; or encourage or provide instructional information about illegal activities;

• Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any regulations having the force of law; or

• To engage in any other conduct of which you have been notified, at BACOR, Inc.’s sole discretion, is deemed inappropriate, unauthorized or objectionable.

15. Changes to Terms; Site Modifications

BACOR, Inc. reserves the right to change and update these Terms in our sole discretion. You agree that BACOR, Inc. will not be liable to you or to any third party for any modification of the Terms and that all such revisions will be effective immediately and dated and posted on the Site. BACOR, Inc., in its sole discretion, further reserves the right to modify or discontinue Services or to make temporary or permanent changes to the Site. Your continued use of the Site following the revisions will be deemed to be your acceptance of such changes. If you do not understand, agree with or do not wish to be bound by all of the Terms of the Agreement, do not use the Site, and do not register to create an account on the Site.

16. Jurisdiction

The site is managed, controlled and operated by BACOR, Inc. from the United States, and is not intended to be subject to the laws or jurisdiction of any territory outside the United States. BACOR, Inc. makes no representation that the content on the Site is appropriate for access outside the United States. Those who choose to access the Site from outside the United States do so on their own initiative and are responsible for compliance with all local laws, rules and regulations. BACOR, Inc. does not represent or warrant that the Site or Services or any part thereof are appropriate or available for use in any particular jurisdiction. BACOR, Inc. may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and at our sole discretion.

17. Governing Law; Venue; Waiver

BACOR, Inc. is located in Los Angeles, California and, therefore, the laws of the State of California (excluding any principles of conflicts of laws that would require the application of the laws of another jurisdiction) govern your use of the Site, Services and this Agreement. Any legal action or proceeding relating to your access to, or use of, this Site or our Services shall be instituted only in a State or Federal Court located in Los Angeles County in the State of California. You and BACOR, Inc. hereby agree to submit to the personal jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding, and you waive any jurisdictional, venue or inconvenient forum objections to such courts. Furthermore, no delay or omission by BACOR, Inc. to exercise any right or any noncompliance on your part with respect to the Terms shall impair any such right or be construed to be a waiver by BACOR, Inc. if any provision of the Terms is found by a court of competent jurisdiction to be invalid or unenforceable in whole or in part. Such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction, provided, however, if such invalid or unenforceable provisions may be modified so as to be valid and enforceable as a matter of law, such provision will be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law. You agree that any claim or cause of action arising out of your use of BACOR, Inc.’s Services or these Terms must be filed within twelve (12) months after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

18. Termination

BACOR, Inc. may, in its sole discretion, terminate or suspend your access or refuse service at any time, without notice, to all or part of any of the Site or Services for any or no reason, including, without limitation, any breach of this Agreement by you or associated with your account, any assignment of your account to a third party, or the infringement of copyrights owned by BACOR, Inc. or third parties. BACOR, Inc., including, without limitation, its authorized agents and employees, may terminate your use of the Site and/or your account without notice in the event that you breach any obligation in this Agreement, including, but not limited to, (a) restricting, inhibiting or disrupting the operation of the Site; or (b) attempting to alter or improperly access any feature or function of the Site. Your access may also be subject to termination if you post or transmit any illegal content; harass or threaten any user of the Site or any BACOR, Inc. employee; post content (including, but not limited to, the creation of a username) that is offensive or otherwise disruptive of Site activities; post unsolicited advertising; or improperly impersonate a BACOR, Inc. employee or other individual.

19. Assignment

You shall not transfer, assign, sublicense nor pledge in any manner whatsoever any of your rights or obligations under this Agreement. BACOR, Inc. may transfer, assign, sublicense or pledge, in whole or in part, in any manner whatsoever, these Terms and/or any of its rights and obligations under this Agreement to a subsidiary, affiliate, or successor thereof, or to the surviving entity in the event of a merger, acquisition, or the sale of all or substantially all of its assets, or to any third party whatsoever, without notifying you or receiving your consent. If you have any questions about this policy or the Site in general, you may contact us via email at info@HandbagHandcuff.com or via postal mail at BACOR, Inc., c/o 137 North Larchmont Boulevard, #219, Los Angeles, California 90004.

20. Notices

BACOR, Inc. reserves the right to give notice to you by email, a posting on the Site, or other reasonable means. BACOR, Inc. may broadcast, distribute or display notices or messages through the Services to inform you of changes to these Terms, the Site and/or its Services.

21. Entire Agreement

This Agreement, the Privacy Statement and any other Terms referenced in this Agreement constitute the entire agreement between you and BACOR, Inc. with respect to your access to and use of the Site and Services (including BACOR, Inc.’s products) and supersede all prior or contemporaneous agreements (whether oral, written or electronic) between you and BACOR, Inc. with respect to the Site and/or Services. If any of the provisions of this Agreement are determined to be invalid or unenforceable, then each invalid or unenforceable provision will be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.

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