TERMS OF SERVICE

These Terms of Use ("Site Terms") govern your access to, and use of, this Web site located at http://www.officialmerchandise.com (the "Site"), operated by OfficialMerchandise.com LLC (“OfficialMerchandise.com”), a wholly owned subsidiary of The Rock.com Group, Inc.

BY ACCESSING, BROWSING, OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN, AND ANY POLICIES REFERENCED BY, THESE SITE TERMS, INCLUDING ANY SUBSEQUENT CHANGES TO THE FOREGOING. IF YOU DO NOT AGREE TO THESE SITE TERMS OR ANY SUBSEQUENT MODIFICATION, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE SITE.

Privacy

Your privacy is important to OfficialMerchandise.com. Accordingly, OfficialMerchandise.com has adopted a Privacy Policy. You should refer to OfficialMerchandise.com’s Privacy Policy at http://www.officialmerchandise.com/privacy-policy.htm to understand how OfficialMerchandise.com collects, uses and discloses your personal information.

Returns

Please review our Return Policy at http://officialmerchandise.com/return-policy.htm

Product

OfficialMerchandise.com purchases the products sold on the site directly from licensees or their agents who 1) represent that they have the legal authority to produce the products that we sell 2) who are known in the licensing industry and 3) have an excellent reputation. However, if you are a license holder and you suspect a product on the site may not be properly licensed, please contact us at support@officialmerchandise.com and, working with our suppliers, we will be cooperate with you to determine the license status of such merchandise and take appropriate measures regarding such product.

Copyright and License

All copyrighted and copyrightable materials on the Site, including but not limited to the text, design, manuals, product information, graphics, images, pictures, videos and other files, and the selection and arrangement thereof (collectively, "Materials") are ALL RIGHTS RESERVED Copyright © OfficialMerchandise.com and/or its licensors or suppliers. OfficialMerchandise.com grants you a limited license to make personal use only of the Materials for your information purposes only. This license is subject to these Site Terms, and does not include the right to: (a) use the Site or Materials for other than for its intended purpose, including but not limited to any marketing, selling, or other commercial uses; (b) use framing techniques to enclose any portion of the Site, including any images found on the Site or any text or the layout or design of any page or form contained on a page; (c) publish, publicly perform or display, or distribute to any third party any Materials, including reproduction or hosting the Materials on any computer network or broadcast or publications media; (d) make derivative uses of the Site or the Materials; or (e) any systematic collection or extraction of data through the use of any data mining, robots or similar data gathering or extraction methods. You are not conveyed any other right or license, by implication, estoppel or otherwise, in or under any patent, trademark, or proprietary right of OfficialMerchandise.com or any third party. Any unauthorized use of the Site will terminate the permission or license granted by these Site Terms and may violate applicable law, including but not limited to copyright laws, trademark laws (including trade dress), and communications regulations and statutes.

Trademarks and Service Marks

"OfficialMerchandise.com," "Official Merchandise," and OfficialMerchandise.com’s logos are trademarks, service marks or registered trademarks of OfficialMerchandise.com or its suppliers and licensors, and may not be copied, used or imitated, in whole or in part, without the prior written permission of OfficialMerchandise.com or its suppliers or licensors. You may not use meta tags or any other "hidden text" using any of the above-referenced marks without OfficialMerchandise.com’s permission. Additionally, all page headers, graphics, icons, and scripts are service marks, trademarks, and/or trade dress of OfficialMerchandise.com, and may not be copied, imitated, or used, in whole or in part, without OfficialMerchandise.com’s prior written permission. All other names or logos mentioned on the Site, or any other trademarks, registered or otherwise, are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by OfficialMerchandise.com.

License Holder Specific Terms

All of the copyrights and/or trademarks associated with the products on the site are used by permission of the owners who retain full ownership in these copyrights and trademarks. Additionally, several license owners have additional terms and notices that you expressly agree to:

Nickelodeon, SpongeBob SquarePants, and all related titles, logos and characters are trademarks of Viacom International Inc. Created by Stephen Hillenburg.

Nickelodeon, Teenage Mutant Ninja Turtles, and all related titles, logos and characters are trademarks of Viacom International Inc.

"Winnie the Pooh" works by A.A. Milne and E.H. Shepard. © Disney.

Angry Birds is a trademark of Rovio Entertainment Ltd.

NHL, the NHL Shield and the word mark and image of the Stanley Cup are registered trademarks of the National Hockey League. All NHL logos and marks and NHL team logos and marks depicted herein are the property of the NHL and the respective teams and may not be reproduced without the prior written consent of NHL Enterprises, L.P. © NHL 2013. All Rights Reserved.

BARBIE and associated trademarks and trade dress are owned by, and used under license from, Mattel. © 2013 Mattel. All Rights Reserved.

Thomas the Tank Engine & Friends and Thomas & Friends are trademarks of Gullane (Thomas) Limited. © HIT Entertainment Limited. HIT and the HIT logo are trademarks of HIT Entertainment Limited.

BATMAN and all related characters and elements are trademarks of and © DC Comics.

GREEN LANTERN and all related characters and elements are trademarks of and © DC Comics. WB SHIELD: TM & © Warner Bros. Entertainment Inc.

HELLO KITTY © 1976, 2012 SANRIO CO., LTD. Used Under License.

HOT WHEELS and associated trademarks and trade dress are owned by, and used under license from, Mattel. © 2013 Mattel. All Rights Reserved.

IRON MAN © 2013 MARVEL

MARILYN MONROE Photos by Sam Shaw © 1954-2012 Sam Shaw Inc. Courtesy Shaw Family Archives, Ltd.

MICKEY MOUSE © Disney

MY LITTLE PONY © 2013 Hasbro

NIGHTMARE BEFORE CHRISTMAS ©Disney

PEANUTS © 2009 United Feature Syndicate, Inc.

PHINEAS & FERB ©Disney

SMURFS ™ & © Peyo 2013. Licensed through Lafig Belgium/IMPS. The Smurfs 2, the Movie © 2013 Sony Pictures Animation Inc.and Columbia Pictures Industries, Inc. All Rights Reserved.

STAR WARS © 2013 Lucasfilm Ltd. & TM. All rights reserved.

SUPERMAN and all related characters and elements are trademarks of and © DC Comics.

THE BIG BANG THEORY and all related characters and elements are trademarks of and © Warner Bros. Entertainment Inc.

TINKER BELL ©Disney

WONDER WOMAN and all related characters and elements are trademarks of and © DC Comics.

Copyright Complaints

If you believe your work or content has been copied and posted to the Site in a way that constitutes copyright infringement, please provide OfficialMerchandise.com copyright agent the following written information in accordance with the Digital Millennium Copyright Act (DMCA):

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

• A description of the copyrighted work that you claim has been infringed upon;

• A description of where the material that you claim is infringing is located on the Site;

• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

• Provide by E-mail: support@officialmerchandise.com

Links and Third Party Content

OfficialMerchandise.com or third parties may provide links on the Site to other sites or content. OfficialMerchandise.com has no control over such sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the quality, content, nature or reliability of sites or content linked to by the Site. OfficialMerchandise.com provides links to you only as a convenience, and the inclusion of any link on the Site does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. When you leave the Site, our terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any third-party sites.

No Warranties

THE SITE AND THE MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE SITE, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY OR DOWNLOADED OR ACCESSED FROM OR THROUGH THE SITE, IS AT YOUR SOLE RISK. OFFICIALMERCHANDISE.COM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS, AND CONTENT ON THE SITE. OFFICIALMERCHANDISE.COM DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THE SITE ARE ACCURATE, COMPLETE, CURRENT, RELIABLE OR ERROR-FREE.

OFFICIALMERCHANDISE.COM IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR OTHER CONTENT. WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, INCLUDING CONTENT THAT IS POSTED BY THIRD PARTIES. YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limited Liability

IN NO EVENT SHALL OFFICIALMERCHANDISE.COM BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THIS SITE OR THE MATERIALS THEREIN OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.

THIS AGREEMENT CONSTITUTES THE SOLE RESPONSIBILITY OF OFFICIALMERCHANDISE.COM AND ITS AFFILIATES, AND YOUR SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ALL ORDERS AND PURCHASES THROUGH THE ONLINE STORE. THE RISK OF LOSS AND TITLE TO ITEMS PURCHASED FROM THE ONLINE STORE PASS TO THE PURCHASER UPON OUR DELIVERY TO THE CARRIER. NEITHER OFFICIALMERCHANDISE.COM NOR ITS AFFILIATES SHALL HAVE ANY LIABILITY OR OBLIGATION IN CONNECTION WITH ANY CONTRACT OR ORDER FOR MERCHANDISE THROUGH THE ONLINE STORE, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY OR OBLIGATION FOR: (A) ANY LATE DELIVERY, MIS-DELIVERY, NON-DELIVERY, LOSS OR DESTRUCTION OF MERCHANDISE; (B) ANY DEFECTS IN MERCHANDISE OR ANY MISREPRESENTATION BY A SERVICE PROVIDER REGARDING THE NATURE OR QUALITY OF MERCHANDISE; OR (C) ANY BILLING ERRORS OR INACCURACIES OR ANY LOSS OR MISUSE OF PERSONAL OR FINANCIAL INFORMATION BY A SERVICE PROVIDER. WITHOUT LIMITING THE SCOPE OF ANY OTHER APPLICABLE DISCLAIMER SET FORTH IN THE TOS: (I) NEITHER OFFICIALMERCHANDISE.COM NOR ITS AFFILIATES WARRANT OR GUARANTEE ANY MERCHANDISE PURCHASED THROUGH THE ONLINE STORE IN ANY WAY AND HEREBY DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS OR GUARANTEES MADE BY ANY SERVICE PROVIDERS IN CONNECTION WITH ANY SUCH MERCHANDISE; AND (II) UNDER NO CIRCUMSTANCES WILL OFFICIALMERCHANDISE.COM OR ITS AFFILIATES BE LIABLE OR RESPONSIBLE FOR ANY PERSONAL INJURY OR DAMAGE TO PROPERTY RESULTING FROM ANY DESIGN OR MANUFACTURING DEFECT IN ANY MERCHANDISE ORDERED THROUGH THE ONLINE STORE, OR FROM USE OR MISUSE OF ANY SUCH MERCHANDISE, INCLUDING WITHOUT LIMITATION ANY ALLERGIC REACTIONS OR INFANT CHOKING HAZARDS. NEITHER OFFICIALMERCHANDISE.COM NOR ITS AFFILIATES MAKE ANY WARRANTIES TO THOSE DEFINED AS "CONSUMERS" IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENTS ACT.

Governing Law and Venue

The construction, interpretation and performance of the TOS and all transactions related thereto shall be governed by and construed in all respects in accordance with the laws of the State of California, without giving effect to the principles of conflicts of law thereof. You irrevocably consent to venue in Orange County, California, and you agree that any mediation, arbitration, or action arising under this Agreement or relating to the subject matter thereof shall be maintained in Orange County, California. You agree that, regardless of any statute or law to the contrary, any dispute or claim arising out of or related to use of this Service provided by OfficialMerchandise.com or otherwise arising out of or related to the provisions and conditions of the TOS, must be asserted within one (1) year after such claim or cause of action first arose or shall be forever barred.

Dispute Resolution

Any dispute, claim or controversy arising of any nature shall be resolved in accordance with the dispute resolution procedure set forth below:

(a) The parties will attempt in good faith to resolve through negotiation any such dispute, claim, controversy. Either party may initiate negotiations by providing written notice in letter form to the other party setting forth the subject of the dispute and the relief requested. Within fifteen (15) days after receipt of said notice (or such longer period as may be agreed to by the parties), the receiving party shall submit to the other party a written response. The notice and response shall include (i) a general statement of the party’s position, and (ii) recommended solution to the dispute.

(b) If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within fifteen (15) days of the date of receipt of the notice and response in order to exchange relevant information and perspectives, and to attempt to resolve the dispute. All such communications, correspondence, proposals and recommendations are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use as aforesaid.

(c) If the dispute is not resolved by these negotiations, then the parties agree that the dispute shall be submitted to the CPR International Institute for Conflict Prevention and Resolution (the “CPR”), or its successor, for mediation in accordance with the Model Procedure for Mediation of Business Disputes (or successor procedure). The parties will cooperate with the CPR and with one another in selecting a mediator from the CPR’s panel of neutrals, and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith, and that they will share equally in the costs of utilizing the CPR. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any CPR employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

(d) Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for final and binding arbitration at any time following the initial mediation session or forty-five (45) days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The provisions of this section may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys fees, to be paid by the party against whom an order of enforcement is obtained.

(e) If the matter has not been resolved pursuant to the aforementioned mediation procedure within sixty (60) days of the initiation of such procedure, except where such time has been extended by mutual consent of the parties in writing, then the controversy shall be resolved by arbitration in accordance with the CPR’s Rules for Non Administered Arbitration of Business Disputes, or successor rules (the “Rules”), by a sole arbitrator. The arbitrator shall be selected by agreement of the parties in accordance with such Rules. The parties will cooperate in good faith with the CPR and with one another in selecting the sole arbitrator, and in scheduling the arbitration.

(f) The parties further agree that they will participate in the arbitration in good faith. The parties agree that the arbitrator shall not be empowered to award damages in excess of compensatory damages, and each party irrevocably waives all rights to recover such non-compensatory damages with respect to any dispute resolved by arbitration hereunder. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16 (or successor statute), and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The provisions of this section may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be paid by the party against whom an order of enforcement is obtained.

(g) The parties expressly agree to have all such disputes, claims or, controversies decided by neutral arbitration, and they each hereby agree to give up any rights they might possess to have those matters litigated in a court or jury trial. The parties give up their judicial rights to discovery and appeal, except to the extent that they are specifically provided for under the CPR’s Rules. If a party refuses to submit to arbitration after agreeing to this provision, it may be compelled to arbitrate under federal or state law. Notwithstanding anything to the contrary set forth in this Section 12.2, OfficialMerchandise.com may immediately apply to any court of competent jurisdiction for injunctive or equitable relief, without any need to pursue mediation or arbitration, in the event of any breach of its site security or intellectual property rights.

Reviews, Comments, Communications and Other Content

Visitors may post or submit reviews, comments, suggestions, communications and other information via our website, by email or through one of our website operation partners. You agree not to submit, transmit, or otherwise make available in any manner any content (i) that is unlawful, harmful, obscene, hateful, threatening, abusive, defamatory, harassing, libelous, invasive of another's privacy, or is otherwise objectionable, (ii) that infringes the intellectual property rights of any party or (iii) which contains a chain letter or constitutes any form of commercial solicitation, political campaign, mass mailing, "spam" or software virus. You may not use a false e-mail address or otherwise provide information that would be misleading as to the origin of such content. Although we do not regularly review content you submit to the website, we reserve the right to edit or remove any content that we find objectionable for any reason. You represent and warrant that you possess all necessary rights to use the content that you submit to the website and that use of such content does not violate generally accepted standards of decency. You agree to defend, indemnify, and hold us harmless from and against any and all claims arising out of or relating to any content that you submit to the website. By submitting content to the website, you automatically grant to us, or warrant that the owner of such content has expressly granted to us, a royalty-free, perpetual, irrevocable right and license to use your user name or the content in any manner that we deem appropriate, in our sole and exclusive discretion. We take no responsibility and assume no liability for any content posted by visitors to our website.

Children

The Site and its services are not directed to, and not intended for the use of, children under the age of 13. If you are under the age of 13, please do not submit any personal information to OfficialMerchandise.com.

Changes to these Terms

OfficialMerchandise.com reserves the right to change or modify any of the terms and conditions contained in these Site Terms, or any policy of the Site, from time to time at any time and in its sole discretion. If OfficialMerchandise.com decides to change these Site Terms or a Site policy, it will post a new version on the Site. Any changes or modifications to these Site Terms will be effective upon posting of the revisions. Your continued use of the Site following posting of any changes or modifications constitutes your acceptance of such changes or modifications. You should review these Site Terms and any other applicable policies each time you visit the site to understand the terms and conditions that apply to your use of the Site.

General Terms

We reserve the right, without notice and in our sole discretion, to terminate your license to use the Site and to block or prevent future access to and use of the Site. If any provision of these Site Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.

Updated July 13, 2013