Terms and Conditions

(Updated as of October 31, 2016)

These terms of use (the “Terms of Use”) constitute a binding agreement between you (the “User” or “Users”) and Gemelli LLC, a California limited liability company (“Gemelli”). Without any limitation, by accessing our servers, websites, or content therefrom, the User agrees to be bound by these Terms of Use, including the Privacy Policy incorporated herein by reference.

Article 1 – Explanation of the purpose of Gemelli
Gemelli provides a website located at www.gemelliwear.com (the “Site”) to allow Users to buy shirts, blazers, suits and related items.

Article 2 – Obligations of the buyer
The Buyer agrees and consents to propose a method of payment that is accepted by Gemelli.

Article 3 – Resolution of disputes
If a dispute arises between you and Gemelli, the parties will have 30 days from the date of notice of the dispute to resolve it amicably. If the parties fail to resolve amicably the dispute arising from or relating to the subject matter of these Terms of Use, it shall be finally settled by arbitration in New York County, New York, using the English language in accordance with the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this agreement to arbitrate. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be decided by one commercial arbitrator, who shall be selected in accordance with the AAA rules.
YOU AND GEMELLI AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND GEMELLI AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Gemelli for all fees associated with the arbitration paid by Gemelli on your behalf that you otherwise would be obligated to pay under the AAA’s rules.
Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms of Use, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this Article.
You and Gemelli agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available in connection therein) or these Terms of Use must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

Article 4 – Intellectual Property Rights
All marks, names, logos, drawings, content, code source, software application, functionalities, designs, whether proprietary or non-proprietary, patentable or not, contained in or published on the Site (the “IP Rights”) are the exclusive property of Gemelli and you may not use or reproduce any such IP Rights without Gemelli’s express and written consent.

Article 5 – Privacy Policy
Except as provided in Gemelli’s Privacy Policy, Gemelli will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent.

Article 6 – Warranties

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAWS, GEMELLI, AND ANY OF ITS SUBSIDIARIES, DIRECTORS, OFFICERS EMPLOYEES OR SUPPLIERS, DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE OR OTHER BENEFIT THAT YOU MIGHT OBTAIN THROUGH YOUR PARTICIPATION IN THESE TERMS OF USE AND THE SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR HARDWARE DEVICE(S) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SITE.

FURTHER, GEMELLI DISCLAIMS ANY WARRANTY THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE.

Article 7 – Limitation of liability

ONLY LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU AND GEMELLI’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
GEMELLI OR ANY OF ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES OR SUPPLIERS WILL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, STATUTORY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THESE TERMS OF USE OR OTHERWISE IN CONNECTION WITH THE SITE, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
UNDER THESE TERMS OF USE OR OTHERWISE IN CONNECTION WITH THE APPLICATION OR SITE, IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, GEMELLI’S LIABILITY SHALL NOT EXCEED THE HIGHER OF (i) $100 AND (ii) THE AMOUNT OF FEES YOU PAID TO GEMELLI IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY TO ALL CLAIMS ARISING FROM THESE TERMS OF USE OR THE SITE.

Article 8 – Changes to Site or Terms of Use

Gemelli reserves the right to make changes to the Site, or these Terms of Use from time to time for any reason. Any material changes will take effect immediately for new Users and upon the posting of a notice of the changes on the Site. Any use of the Site constitutes an acceptance by the User of any changes.

Article 9 – Governing law

These Terms of Use shall in all respects be interpreted and governed by the laws of the State of New York, excluding its conflict of laws rules.

Article 10 – Severability

If any provision of these Terms of Use are held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of these Terms of Use shall remain in full force and effect.

Article 11 – No agency

Users acknowledge that they will not without limitation hold themselves out as an agent, partner or co-venturer of Gemelli and that these Terms of Use are not intended and does not create an agency, partnership, joint venture or any other type of relationship.

Article 12 – Notices

Except as expressly provided otherwise, any notices by User shall be made in writing and sent to Gemelli by courier, certified mail, to the following entity and address: GEMELLI LLC, 62029 Century Park East, Suite 900 Los Angeles, CA 90067. Notices shall be effective when they are received by Gemelli in any of the above-mentioned manner.

Gemelli may give to the User a notice of receipt by courier, certified mail or a return receipt requested to the address provided to Gemelli by the User or by e-mail at the following e-mail address: sales@gemelli.com.

Article 13 –Release

Each time you log in on the Site, you release Gemelli (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. In releasing Gemelli, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.