THEFASHIONLIST TERMS AND CONDITIONS

1.         IMPORTANT LEGAL INFORMATION

Welcome to TheFashionList.com – the leading source for all that is fashion on the Internet.

These Terms and Conditions govern your use of all TheFashionList products, services, software and websites, including without limitation www.TheFashionList.com (hereinafter collectively referred to as the “TheFashionList Products and Services”).

The TheFashionList Products and Services are owned by The Fashion List, Inc. (“Fashion List”).  Fashion List and its affiliated entities are collectively referred to herein as “Fashion List,” “we” or “us.”

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING ANY THEFASHIONLIST PRODUCTS AND SERVICES.

These Terms and Conditions (“Terms and Conditions”) constitute the agreement between you, on the one hand, and Fashion List on the other hand, governing your use of the TheFashionList Products and Services.  By clicking on the “AGREE” button or by using any TheFashionList Product or Service, you signify your agreement to these Terms and Conditions.

If you do not agree to these Terms and Conditions, you are hereby given notice that you may not use the TheFashionList Products and Services. As our business is constantly evolving, we reserve the right, in our sole discretion, to amend, modify, add or delete portions of these Terms and Conditions at any time in accordance with Section 13 below labeled “Changes to Terms and Conditions.”  Please check these Terms and Conditions periodically for changes.

You may not use the TheFashionList Products and Services, and may not accept these Terms and Conditions, if (a) you are not of legal age to form a binding contract, or (b) you are a person barred from receiving the TheFashionList Products and Services under the laws of the United States or other countries including the country in which you are resident or from which you use the TheFashionList Products and Services.

Before you continue, you should print or save a local copy of these Terms and Conditions for your records.

2.         YOUR USE OF THE THEFASHIONLIST PRODUCTS AND SERVICES

You may access and use the TheFashionList Products and Services for your own personal use or in connection with your ordinary internal business activities, provided that you keep intact all copyright and proprietary notices, you make no modifications to the TheFashionList Products and Services, and you do not download quantities of materials or content that can be used to make an improper commercial use of the TheFashionList Products and Services.

You agree to use the TheFashionList Products and Services only for purposes that are permitted by (a) these Terms and Conditions, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

You agree not to access (or attempt to access) any of the TheFashionList Products and Services by any means other than through the interface that is provided by Fashion List, unless you have been specifically allowed to do so in a separate agreement with Fashion List. You also specifically agree not to access (or attempt to access) any of the TheFashionList Products and Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on or in the TheFashionList Products and Services.

You also agree that you will not engage in any activity that interferes with or disrupts the TheFashionList Products and Services (or the related servers and networks).

Unless you have been specifically permitted to do so in a separate agreement with Fashion List, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the TheFashionList Products and Services for any purpose.

You agree that you are solely responsible for any breach of your obligations under the Terms and Conditions and for the consequences (including any loss or damage which Fashion List may suffer) of any such breach.

In order to access certain of the TheFashionList Products and Services, you may be required to provide information about yourself (such as identification or contact details). You agree that any registration and/or subscription information you give to Fashion List will always be accurate, correct and up to date.

Certain elements or portions of TheFashionList Products and Services are only available to Paid Subscribers. To become a Paid Subscriber, you must provide certain information about yourself as prompted by the “Subscription” portion of TheFashionList.com website.  You will be required to pay a fee to become a Paid Subscriber, and to comply with all other payment terms set forth in these Terms and Conditions and/or in the subscription application accessible at TheFashionList.com website.  Paid Subscribers are subject to all provisions of these Terms and Conditions.

3.         FASHION LIST’S PROVISION OF THE THEFASHIONLIST PRODUCTS AND SERVICES

Fashion List is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the TheFashionList Products and Services which Fashion List provides may change from time to time, in Fashion List’s sole discretion, without prior notice to you.

As part of this continuing innovation, you acknowledge and agree that we may stop (permanently or temporarily) providing the TheFashionList Products and Services (or any features within the TheFashionList Products and Services) to you or to users generally at our sole discretion, without prior notice to you. You may stop using the TheFashionList Products and Services at any time. You do not need to specifically inform Fashion List  when you stop using the TheFashionList Products and Services.

You acknowledge and agree that if Fashion List disables access to your account, you may be prevented from accessing the TheFashionList Products and Services, your account details or any files or other content which is contained in your account.

4.         PASSWORDS AND ACCOUNT SECURITY

You are solely responsible for the security and use of passwords issued to you, and for all statements made and acts or omissions that occur while your password is being used.  The password issued to you is personal to you, and must not be used by anyone else, may not be shared with anyone else, and may not be transferred to anyone else.   Passwords are subject to cancellation at any time, including without limitation for improper sharing of a password or for nonuse for such period as Fashion List may determine.

You also agree to promptly notify us of any unauthorized use of your password or other account information, or any other breach of security that you become aware of involving or relating to any TheFashionList Product or Service.  In addition, you agree to log off from your account at the end of each session.

Fashion List reserves the right to view, monitor, and record activity in connection with your password without notice or permission from you in order to confirm your compliance with this Section 4.

5.         PRIVACY AND YOUR PERSONAL INFORMATION

For information about Fashion List’s data protection practices, please read Fashion List’s privacy policy at http://www.TheFashionList.com/privacy.html. This policy explains how Fashion List treats your personal information, and protects your privacy, when you use the TheFashionList Products and Services.

You agree to the use of your data in accordance with Fashion List’s privacy policies.

We are concerned about the safety and privacy of all our users, particularly children.

TheFashionList Products and Services are not directed towards children under the age of 13.  As such, we will not knowingly collect personally identifiable information from children under the age of 13. We strongly encourage parents to participate jointly with their children in the exploration of the Internet and use their web browser’s parental controls to limits the areas of the Internet to which their children under the age of 13 may have access.

6.         PROPRIETARY RIGHTS

You acknowledge and agree that Fashion List (or Fashion List’s licensors) own all legal right, title and interest in and to the TheFashionList Products and Services, any proprietary content contained therein, and all intellectual property rights contained in or related to either of the foregoing.  You may use the TheFashionList Products and Services and the proprietary content contained therein only for your own personal use or your ordinary internal business activities consistent with Section 2 and with the rest of these Terms and Conditions.

You further acknowledge that the TheFashionList Products and Services may contain information which is designated confidential by Fashion List and that you shall not disclose such information without Fashion List’s prior written consent.

Except as expressly authorized in these Terms and Conditions, you agree not to (i) modify or create any derivative works of the TheFashionList Products and Services and/or the proprietary content contained therein, (ii) rent, lease, sublicense, distribute, transfer, share, electronically forward, copy, reproduce, display, modify, store or time-share, or reverse engineer the TheFashionList Products and Services and/or the proprietary content contained therein, (iii) remove or alter any trademark, copyright or other proprietary notice in either the TheFashionList Products and Services and/or the proprietary content contained therein, or (iv) market or use the TheFashionList Products and Services and/or the proprietary content contained therein in an independent commercial manner, including, by way of example but not limitation, for use in activities for which you charge an independent or enhanced fee to a third party based on the features of the TheFashionList Products and Services/proprietary content.

7.         USER GENERATED CONTENT

If, in the course of using the TheFashionList Products and Services, you intentionally or unintentionally send us a submission, or you submit, post or otherwise send us any information, content or materials, including without limitation data, text, messages, files, images, photographs, videos, audiovisual works, musical compositions, sound recordings, postings, your and/or other persons’ names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or any other information or materials, as well as links to any of the foregoing (collectively, “User-Generated Content”), we shall be entitled to unrestricted use of such User Generated Content for any purpose whatsoever, commercial or otherwise, without the requirement of any permission from, or payment to, you or to any other person or entity.  You hereby represent and warrant that any User-Generated Content submitted by you (a) is not unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable as reasonably determined by us; (b) does not contain viruses or other harmful code; (c) is an original work of authorship by you and you have all necessary right, title and interest in and to such User-Generated Content to permit its submission to and use by us; (d) does not infringe a third party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations.

Fashion List reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all User Generated Content from any TheFashionList Product and Service.

You agree that you are solely responsible for (and that Fashion List has no responsibility to you or to any third party for) any User Generated Content that you create, transmit or display while using the TheFashionList Products and Services and for the consequences of your actions (including any loss or damage which Fashion List may suffer) by doing so.

8.         TERM AND TERMINATION

These Terms and Conditions will continue to apply until terminated by either you or Fashion List as set out below.

If you wish to terminate these Terms and Conditions, you may do so by (a) notifying Fashion List at any time and (b) closing your accounts for all of the TheFashionList Products and Services, where Fashion List has made this option available to you. Your notice should be sent, in writing, to The Fashion List Inc., 260 Madison Avenue, 8th Floor, Suite 8087, New York, NY 10016.

Fashion List may terminate these Terms and Conditions (and your access to any and all TheFashionList Products and Services), at any time, with or without cause and with or without notice to you in our sole discretion.

Upon termination, you will no longer have the right to access, receive and/or use the TheFashionList Products and/or Services, in whole or in part.  Upon our written request, you agree to destroy all TheFashionList Products and Services in your possession, together with all related documentation and all copies and installations thereof, and likewise destroy all materials of any kind in your possession obtained from Fashion List or from any TheFashionList Product or Service.

The provisions of these Terms and Conditions which by their nature should survive the termination of these Terms and Conditions shall survive such termination.

9.         EXCLUSION OF WARRANTIES

THEFASHIONLIST PRODUCTS AND SERVICES, AND ALL CONTENT CONTAINED THEREIN OR OFFERED THEREWITH, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED.  WE DO NOT WARRANT THAT THE THEFASHIONLIST PRODUCTS OR SERVICES, THE THEFASHIONLIST CONTENT, OR ANY USER-GENERATED CONTENT, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY THEFASHIONLIST PRODUCT OR SERVICE, OR THE SERVERS THAT MAKE SUCH PRODUCTS OR SERVICES AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF CONTENT CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO ANY THEFASHIONLIST PRODUCTS OR SERVICES, IN TERMS OF CORRECTNESS, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY, SAFETY OR OTHERWISE.  ANY PERSON WHO ACTS UPON ANY INFORMATION INCORPORATED IN THE THEFASHIONLIST PRODUCTS OR SERVICES OR THE THEFASHIONLIST CONTENT, OR WHO OTHERWISE CHANGES POSITION IN RELIANCE THEREON, DOES SO ENTIRELY AT SUCH PERSON’S OWN RISK.

Without limiting the foregoing, the TheFashionList Products and Services are not intended to provide advice or recommendations of any kind.  The TheFashionList Products and Services,  and the information contained therein, are intended for informational and research purposes only.  Accordingly, Fashion List does not purport to offer any advice regarding the suitability of any particular course of action, and it assumes no responsibility or liability for any advice or other guidance that you may take from the TheFashionList Products and Services.  Prior to making any business decisions, you are advised to conduct all necessary due diligence as may be appropriate under the circumstances.

APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW.

10.       LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL FASHION LIST BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY CLAIMING FOR OR THROUGH YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT, DIRECTLY OR INDIRECTLY, FROM THE USE OF, OR THE INABILITY TO USE, ANY THEFASHIONLIST PRODUCT AND/OR SERVICE, OR ANY THEFASHIONLIST CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL FASHION LIST’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU TO US, IF ANY, OR $100 (WHICHEVER IS LESS).

MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS AND LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE SERVICE PROVIDERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS AND CONDITIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR THE EXCLUSION, LIMITATION, OR DISCLAIMER LIABILITY FOR THE CERTAIN PROVISIONS SET FORTH IN THESE TERMS AND CONDITIONS, SO SUCH EXCLUSIONS, LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO YOU.

11.       INDEMNITY

You hereby agree to indemnify, defend, and hold us, our licensors, licensees, agents, representatives and other authorized users, and each of the foregoing entities’ respective service providers and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives and assigns harmless from and against any and all losses, damages, liabilities and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred in connection with any claim arising out of any breach by you of these Terms and Conditions or any claim arising from your use of the TheFashionList Products and Services.  You shall use your best efforts to cooperate with us in the defense of any claim.  We reserve the right to employ separate counsel and assume the exclusive defense and control of any matter in our sole discretion, subject to indemnification by you.

12.       ADVERTISEMENTS AND LINKS

Some of the TheFashionList Products and Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the TheFashionList Products and Services, queries made through the TheFashionList Products and Services or other information.

The manner, mode and extent of advertising by Fashion List on the TheFashionList Products and Services are subject to change without specific notice to you.

In consideration for Fashion List granting you access to and use of the TheFashionList Products and Services, you agree that Fashion List may place such advertising on the TheFashionList Products and Services.

The TheFashionList Products and Services may include hyperlinks to other web sites or content or resources. Fashion List may have no control over any web sites or resources which are provided by companies or persons other than Fashion List.

You acknowledge and agree that Fashion List is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products information or other materials on or available from such web sites or resources.

You acknowledge and agree that Fashion List is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products, information or other materials on, or available from, such web sites or resources.

13.       CHANGES TO TERMS AND CONDITIONS

We reserve the right, in our sole discretion, to change, modify, add or delete portions of these Terms and Conditions at any time without notice, and it is your responsibility to review these Terms and Conditions for any changes.  Your use of any TheFashionList Product and/or Service following any amendment of these Terms and Conditions will signify and constitute your assent to and acceptance of such revised Terms and Conditions.

14.       ADMISSIBILITY

A printed version of these Terms and Conditions and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

15.       GENERAL LEGAL TERMS

These Terms and Conditions constitute the whole legal agreement between you and Fashion List and govern your use of the TheFashionList Products and Services (but excluding any services which Fashion List may provide to you under a separate written agreement), and completely replace any prior agreements between you and Fashion List in relation to the TheFashionList Products and Services.

You agree that Fashion List may provide you with notices, including those regarding changes to the Terms and Conditions, by email, regular mail, or postings on or in the TheFashionList Products and Services.

You agree that if Fashion List does not exercise or enforce any legal right or remedy which is contained in these Terms and Conditions (or which Fashion List has the benefit of under any applicable law), this will not be taken to be a formal waiver of Fashion List’s rights and that those rights or remedies will still be available to Fashion List.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms and Conditions is invalid, then that provision will be removed from the Terms and Conditions without affecting the rest of the Terms and Conditions. The remaining provisions of the Terms and Conditions will continue to be valid and enforceable.

You acknowledge and agree that each member of the group of companies of which Fashion List is the parent shall be third party beneficiaries to the Terms and Conditions and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms and Conditions which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms and Conditions.

These Terms and Conditions, and your relationship with Fashion List under the Terms and Conditions, shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. You and Fashion List agree to submit to the exclusive jurisdiction of the courts located within the state of New York to resolve any legal matter arising from the Terms and Conditions. Notwithstanding this, you agree that Fashion List shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.