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1.
Acceptance of These Terms
Welcome!
This website, http://www.wholesalefashionweek.com (the "Site," including all subdomains), is a copyrighted work
belonging to Wholesalefashionweek, Inc. ("we," "us," and "our"). These terms of service (the "Terms") govern your
access to and use of the services available on this Site (the "Services"). Specific features of the Site may
have additional rules and terms associated with them, and such additional rules and terms will be
prominently posted or otherwise made available to each user ("you" and "your," including any entity you
represent) and are incorporated herein by reference.
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND WHOLESALEFASHIONWEEK, INC.. BY USING THIS SITE AND THE RELATED SERVICES YOU UNCONDITIONALLY AGREE TO BE BOUND BY THESE
TERMS, INCLUDING ALL EXCLUSIONS AND LIMITATIONS OF LIABILITY HEREIN, AND WARRANT THAT YOU HAVE FULL
AUTHORITY AND CAPACITY, LEGAL AND OTHERWISE, TO USE THE SERVICES. YOU MAY NOT ACCESS OR USE THIS SITE OR THE
SERVICES IF YOU DO NOT AGREE TO ANY PART OF THESE TERMS.
THESE
TERMS LIMIT THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE AND REQUIRE THAT ALL DISPUTES BE RESOLVED
THROUGH BINDING ARBITRATION. THIS MEANS THAT YOU AGREE TO RESOLVE DISPUTES INDIVIDUALLY ACCORDING TO THE
ARBITRATION PROVISIONS BELOW RATHER THAN IN A COURT OF LAW OR THROUGH A CLASS ACTION LAWSUIT.
You
must be at least 18 [eighteen] years of age to use this Site. By using this Site you represent that you are
at least 18 [eighteen] years of age.
2.
License to Use Website
This
Site primarily operates as a(n) e-commerce website. Subject to these Terms, you are granted a personal,
worldwide, non-transferable, non-exclusive, royalty-free, limited license to use and access the Site. You
must use this license only in the manner permitted by these Terms for the sole purpose of using and enjoying
the benefit of the Services provided by the Site.
3.
Advertisements
The
Services provided may include advertisements, some of which may be targeted based on the type of information
on the Site, queries made, or other information, whether submitted by you or others. The types and amount of
advertising on the Site or through the Services is subject to change.
4.
Cookies
This
website uses cookies. Cookies store information related to visitors' preferences, browser type, and other
information in order to optimize their experiences. By using this Site you acknowledge your understanding of
and consent to Wholesalefashionweek, Inc.'s use of cookies. You may delete cookies already on your computer by
consulting the instructions for your file management software. You may also disable future cookies in your
browser settings. Please note, however, that disabling cookies may prevent or impair your ability to access
and fully make use of certain Services and areas of the Site.
You
also acknowledge that websites such as Google and other third-party vendors to our Site may use DART cookies
to provide add-ons to our Site based upon visitors visiting our Site and other websites. Visitors may
decline the use of DART cookies by visiting the Google ad and content network Privacy Policy at the
following URL: http://www.google.com/privacy_ads.html.
5.
Acceptable Use Policy
By
using this Site you agree to use the Services in compliance with these Terms and all applicable rules and
regulations, including the local, state, national, and international laws that apply to your jurisdiction.
We are based in California, United States. This Site is meant for use by persons within the United States.
It may be illegal for certain persons to use the Site in some countries. We make no claim that the Site will
be legal or accessible outside of the United States. Subject to these Terms, you may view, print, and use
our content and Services as permitted on the Site and only for your own personal, non-commercial use. You
further agree and acknowledge that your use of this Site and the Services results in you sending electronic
interstate transmissions through our computer network, and such transmissions may include, but are not
limited to, any searches, file uploads, posts, instant messages, or emails.
The
following uses of the Site are prohibited unless we have intended to provide you with access or have
provided you express written permission to the contrary:
a.
Using the Site in a manner that causes, or may cause, damage to the Site or in a way that impairs visitors'
abilities to access or use the Site and Services, including using the Site in a manner or for a purpose that
is unlawful or fraudulent;
b.
Using the Site in order to copy, store, upload, publish, use, transmit, host, or distribute anything
consisting of or linked to any computer virus, spyware, rootkit, worm, keystroke logger, or other malicious
computer software or software that may destroy, damage, or alter a computer system;
c.
Conducting any systematic or automated data collection on or related to the Site or its users without their
consent, including, without limitation, data mining, data extraction, scraping, data harvesting, "framing,"
or article "spinning";
d.
Using the Site to collect, harvest, or compile information or data regarding other users of the Site without
their consent;
e.
Using software or automated agents or scripts to generate automated searches, requests, or queries on the
Site or to mine data from the Site, provided, however, that operators of public search engines have our
revocable permission to copy materials from the Site for the sole purpose of and only to the extent
necessary for creating public search indices, but not caches or archives of such materials, according to the
parameters in our robots.txt file;
f.
Transmitting or sending unsolicited communications, commercial or otherwise, or conducting any marketing
activities, including using the Site to send spam, pyramid schemes, or chain letters;
g.
Republishing (including on another website), duplicating, copying, redistributing, selling, leasing,
transferring, hosting, renting, or licensing any part of the Site or otherwise commercially exploiting
content, whether in whole or in part, on the Site;
h.
Editing, modifying, making derivative works of, reverse engineering, or reverse compiling any information,
content, systems, or Services on the Site;
i.
Accessing the Site in order to create a similar or competitive business, product, service, or website;
j.
Collecting, transmitting, distributing, uploading, or displaying any content or otherwise using the Site in
a manner that (i) violates the rights of any third party, including any intellectual property rights or
rights to privacy, (ii) is unlawful, tortious, threatening, vulgar, defamatory or libelous, pornographic,
obscene, patently offensive, racist, or promotes physical harm or injury, (iii) causes or may cause harm to
minors in any way, or (iv) impersonates another individual or organization or otherwise misrepresents
affiliation with another person or entity without permission;
k.
Interfering with, disrupting, or overburdening servers or networks connected to the Site;
l.
Gaining or attempting to gain unauthorized access by any means to any part of the Site or to computers or
networks connected to the Site; and
m.
Harassing, stalking, harming, or otherwise interfering with or negatively affecting another user's normal
use and enjoyment of the Site.
6.
International Use and Compliance
Due
to the global nature of the internet, you understand and agree that it is your responsibility to ensure that
your use of the Site complies with all local, international, and other laws that may apply. In addition,
United States import and export control laws and the import regulations of other countries may apply to the
use of the Site. You agree not to export, upload, post, or transfer, directly or indirectly, any software,
technical data, or technology acquired through us, the Site, or the Services in violation of such export or
import laws, including, but not limited to, the United States Export Administration Regulations (EAR) and
the various United States sanctions programs.
7.
Minors
We
do not knowingly collect personal information or data from visitors under 13 years of age. You may not use
this site if you are under the age of 13 [thirteen].
8.
User Accounts
Visitors
to the Site are permitted to create user accounts or profiles. Upon registering for our Services, you are
considered a "Member" of the Site. You represent that all information you submit when creating an account is
true and accurate, and you promise to update and maintain the accuracy of this information at all times.
Each Member is the sole authorized user of his or her account. Members are responsible for keeping their
passwords and account access information confidential. Therefore, you should take measures to restrict
access to your account and to any devices from which you access your account. As a Member, you are
responsible for all activities that occur under your account, and you acknowledge that Wholesalefashionweek, Inc. is
not responsible for unauthorized access to your account that results from theft or misappropriation of your
account or password. Members are prohibited from assigning or otherwise transferring their accounts and
passwords to others. You must notify us immediately if you know of or suspect that an unauthorized use or
other breach of security of your account or the Site has occurred. We may not be held liable for any loss or
damage that may arise from your failure to maintain the security of your account. You may delete your
account at any time and for any reason by following the instructions on the Site. We retain the right to
suspend or terminate your account at any time and for any reason, as further detailed below.
9.
User Content
"User
Content" means any material that you or other visitors submit or transmit in any manner to the Site for any
purpose, whether publicly posted or privately transmitted, and includes, but is not limited to, any text,
images, audio material, video material, and audio-visual material. This Site and the Services it provides
may include multiple ways of submitting User Content, including, for example, through use of forums, chats,
online bulletin boards, and similar tools that allow visitors to communicate with others or submit content.
Unless we indicate that particular User Content you submit will be kept confidential, your User Content may
be made available for other visitors to view on the Site or through third-party services. You hereby
represent and warrant that the User Content you submit does not violate our Acceptable Use Policy stated
herein.
You
are prohibited from submitting any User Content that is illegal, unlawful, or infringes on the legal rights
of any third party. Furthermore, you may not submit User Content that has ever been the subject of any
actual or threatened legal proceedings or any User Content that may give rise to a legal action under any
applicable law, whether against you, us, or a third party.
You
agree that you are solely responsible for any consequences that may result from submitting User Content,
including use of the User Content by other visitors of the Site and by our third-party partners. Unless we
indicate that particular User Content you submit will be kept confidential, your User Content may be
distributed, published, broadcast, or syndicated by us or our third-party partners. You may be subject to
liability if you submit User Content without the authority to do so.
We
do not monitor the submission or publication of User Content on the Site and are not responsible for the
User Content. We do not endorse or support any User Content or the opinions contained therein and do not
guarantee the truthfulness, accuracy, suitability, or reliability of any User Content or other
communications submitted or published on the Site. You agree that we are not responsible for any loss or
damage you may incur as a result of interacting with others on the Site, and we are under no obligation to
become involved in any such disputes. You may not represent that we have provided, endorsed, or supported
the User Content you submit. Your use or reliance on any User Content is at your own risk. You assume all
risks associated with the User Content you submit, including any reliance on the User Content and the risk
of disclosure of the User Content that may identify you personally to a third party. You understand and
accept that by using the Services or Site you may be exposed to User Content that is offensive, inaccurate,
deceptive, harmful, or otherwise inappropriate.
User
Content may be subject to specific rules and limitations we post or communicate to you from time to time.
You agree to only submit User Content conforming to such rules and limitations.
We
may remove, edit, or delete any User Content submitted, hosted, or stored on the Site or our servers without
providing you with prior notice. We are not obligated to store or back up any User Content. Therefore, you
are responsible for creating backup copies of any User Content you wish to keep.
Under
no circumstances may Wholesalefashionweek, Inc. be held liable in any way for any User Content, including, but not
limited to, for any errors or omissions in the User Content or for any loss or damage of any kind that may
occur as a result of any User Content submitted, published, or otherwise made available on the Site,
Services, or elsewhere.
10.
User Content License
By
submitting User Content you grant Wholesalefashionweek, Inc. an irrevocable, non-exclusive, royalty-free and fully
paid, worldwide license (with right to sublicense) to use, publish, copy, adapt, modify, process, reproduce,
transmit, distribute, translate, publicly and privately display and perform, incorporate into other works,
prepare derivative works of, bring actions for infringement of, and otherwise use and exploit your User
Content in any and all media or distribution methods now known or later developed. This license includes the
right to provide the User Content to our third-party partners for distribution, publication, syndication,
and broadcast on other media, devices, and services subject to our terms and conditions for the use of such
User Content. Furthermore, you irrevocably waive any claims of moral rights or attribution regarding your
User Content. You represent and warrant that you have all rights, power, and authority to grant all the
rights pertaining to User Content as stated in these Terms.
This
means that you will always maintain ownership of the User Content you submit. However, we have the right to
display the User Content and make various changes to it as are necessary in providing our Services and to
conform to the needs of different media, devices, services, and computer networks. At no time will you be
entitled to any compensation for this license.
11.
Enforcement of Acceptable Use Policy
We
reserve the right to review and investigate your use of the Site and to take any appropriate action against
you that we determine is necessary in our sole discretion should you violate these Terms or otherwise create
liability, loss, or damage for us, our Site visitors, or a third party. Such action may include, but is not
limited to, restricting your account privileges or terminating your account, initiating proceedings to
recover any losses and reporting you to law enforcement authorities.
12.
Third-Party Resources
The
Site may contain links and advertisements to third-party websites and services (collectively, "Third-Party
Resources"). You agree and acknowledge that Third-Party Resources are not under our control and we are not
responsible for the content, products, or services they provide. We provide access to Third-Party Resources
only as a convenience to you and do not monitor, endorse, warrant, or make any representations regarding
Third-Party Resources. It is your sole responsibility to exercise appropriate caution and discretion when
using Third-Party Resources, and you acknowledge that you assume all risks that arise from such use.
13.
Modification of Site
We
reserve the right to modify, add to, suspend, or terminate all or part of the Site or Services at any time
with or without providing prior notice to you. This includes the right to create limits on our visitors' use
of Services and data storage. You agree that we are not liable for using or enforcing the rights stated in
this paragraph. Unless we indicate otherwise, any future modifications to the Site are subject to these
Terms.
14.
Support or Maintenance
Although
we may choose to provide customer support or website maintenance, you acknowledge and agree that we are
under no obligation to do so.
15.
Restricted Access
Some
parts of the Site may be restricted to certain visitors. If you have permission to access restricted parts
of the Site, you agree to not share your access information and password with third parties. We may change
the restricted parts of the Site from time to time. If you do not have access to restricted parts of the
Site, you agree not to use another user's account to gain such access or otherwise attempt to gain improper
access to the restricted parts of the Site.
16.
Privacy
We
manage the collection, use, and security of your personal information according to our Privacy Policy,
incorporated herein by reference. By using this Site you consent to our collection and use of your personal
information as set forth in the Privacy Policy.
At
times we may need to send you communications related to the Site or the Services. Such communications are
considered part of the Services, and you may not be able to opt out of receiving them.
We
reserve the right to access and disclose the information and User Content you submit to the Site if required
to do so by law or if we have a reasonable, good-faith belief that doing so is necessary for (i) responding
to requests for customer service, (ii) addressing fraud, security, or technical issues, (iii) protecting the
rights, property, and safety of Wholesalefashionweek, Inc., its users, and the public, (iv) responding to legal
claims and processes, or (v) enforcing these Terms, including investigating potential violations.
17.
Wholesale Fashion Week Rights and Ownership
Unless
otherwise stated, Wholesalefashionweek, Inc. and its permitted licensors own all intellectual property rights in the
Site and its contents, excluding User Content. These rights include, but are not limited to, ownership of
all text, graphics, images, logos, copyrighted material, trademarks, patents, software, and other
distinctive brand features displayed on the Site or Services, including the compilation of any of the
foregoing items. Except for the limited rights granted by these Terms, neither these Terms nor your use or
access to the Site give you or any third party any intellectual property rights. We reserve all rights not
explicitly granted by these Terms, which do not grant any implied licenses. All copyrights, trademarks, and
other intellectual property notices on the Site or Services must be retained on all copies thereof. You may
not publish, reverse engineer, modify, distribute, transmit, sell, create derivative or plagiaristic works
of, or use or exploit for any commercial reason, whether in whole or in part, any of the content on the Site
or Services other than your own User Content without our express prior written consent or the consent of any
third-party owners of the content. Site content is not for resale under any circumstances.
18.
Copyright Policy
We
expect you to respect the intellectual property rights of others when using the Site and Services. We will
respond to any notices of copyright infringement that we receive that comply with applicable law and are
properly submitted to us (pursuant to 17 U.S.C. 512(c)). In order to submit a notice of infringement of your
copyrighted material, please provide us with the following information:
a.
A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
b.
Identification of the copyrighted work or works claimed to have been infringed;
c.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity
and that is to be removed or access to which is to be disabled, and information reasonably sufficient to
permit us to locate the material;
d.
Your contact information, including your address, telephone number, and an email address, if available;
e.
A statement by you that you have a good-faith belief that use of the material in the manner complained of is
not authorized by the copyright owner, its agent, or the law; and
f.
A statement that the information in the notification is accurate, and, under penalty of perjury, that you
are authorized to act on behalf of the copyright owner.
We
may remove any content that is alleged to be infringing at our sole discretion without prior notice and
without liability to you. We also reserve the right to take other appropriate action against infringers,
such as terminating the user's account if the user is determined to be a repeat infringer. Please send any
notice of alleged copyright infringement to our designated copyright agent at the following address:
Wholesale Fashion Week
Attn:
Copyright Agent
25741 Atlantic Ocean Dr
Lake Forest,
CA 92630
USA
Phone:
213)291-8972
Fax:
213)401-2373
Email:
sales@wholesalefashionweek.com
Note
that pursuant to 17 U.S.C. 512(f), any material misrepresentation in a written notification that content is
infringing or that allegedly infringing content was removed by mistake or misidentification automatically
subjects the complaining party to liability for damages, including costs and attorney's fees incurred by the
alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by us, if injured by
such misrepresentation.
19.
Refund and Cancellation Policies
Please
note that we will make NO EXCEPTIONS to the following return policy. It is your responsibility to inspect
each item upon its arrival to your store. ALL SALE ITEMS ARE FINAL! We only accept returns under the
following conditions: • Wholesalefashionweek allows customers to return items within 3 days of receiving your product
regarding merchandise defect ONLY. • All tags must still be attached on any returns and still be in their
original packaging • You must notify us in writing at return@wholesalefashionweek.com with your company name, order
number, which style/pieces were damaged, reason for return and a photo of the piece with the issue. • Any
returns received by Wholesalefashionweek without a return authorization issued by Wholesalefashionweek will not be accepted! •
If your return qualifies we will send you return instructions via email • If you have further questions
regarding returns, email us at return@wholesalefashionweek.com
20.
Disclaimers
THIS
SECTION ONLY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE
SITE IS PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS OR
WARRANTIES WITH REGARD TO THE CONTENT PROVIDED ON THE SITE. WE, OUR SUBSIDIARIES, OFFICERS, EMPLOYEES,
CONTRACTORS, AFFILIATES, PARTNERS, SUPPLIERS, AGENTS, AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL
WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES
OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR
NON-INFRINGEMENT. THIS INCLUDES, WITHOUT LIMITATION TO THE FOREGOING, NO WARRANTY THAT THE
SITE, ITS CONTENT, OR THE SERVICES WILL BE CONSTANTLY AVAILABLE OR AVAILABLE AT ALL, UNINTERRUPTED, USEFUL,
TRUE, ACCURATE, NON-MISLEADING, TIMELY, RELIABLE, COMPLETE, ERROR-FREE, FREE OF OMISSIONS, SECURE, FREE OF
VIRUSES OR OTHER HARMFUL CODE, LEGAL, OR SAFE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR
THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOUR
USE OF THIS SITE AND THE SERVICES IS AT YOUR SOLE RISK AND WE ASSUME NO RESPONSIBILITY FOR HARM TO YOUR
COMPUTER SYSTEM, LOSS OF DATA, THE DELETION OF INFORMATION YOU TRANSMIT ON THE SITE, OR THE DELETION OR
FAILURE TO STORE OR TRANSMIT USER CONTENT OR PERSONALIZATION SETTINGS THAT MAY RESULT FROM YOUR ACCESS TO OR
USE OF THE SITE AND SERVICES. YOU HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION THAT MAY CAUSE DAMAGE
TO YOUR COMPUTER OR INTERNET ACCESS.
THIS
SITE AND ITS CONTENTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NOTHING ON THIS SITE CONSTITUTES, IS
MEANT TO CONSTITUTE, OR MAY BE USED AS ADVICE OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LEGAL, FINANCIAL
(INCLUDING TRADING OR INVESTMENT PURPOSES), OR MEDICAL ADVICE. WE ENCOURAGE YOU TO CONSULT THE APPROPRIATE
PROFESSIONAL SHOULD YOU REQUIRE LEGAL, FINANCIAL, MEDICAL, OR OTHER PROFESSIONAL ADVICE.
IF
APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION
TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION
MAY NOT APPLY TO YOU. NOTHING IN THIS SECTION IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE
LAWFULLY LIMITED.
21.
Limitation of Liability
TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHOLESALEFASHIONWEEK, INC., INCLUDING ITS SUBSIDIARIES, OFFICERS,
EMPLOYEES, CONTRACTORS, AFFILIATES, PARTNERS, SUPPLIERS, AGENTS, AND LICENSORS, MAY NOT BE HELD LIABLE FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES,
WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES,
RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) THE COST OF
PROCURING SUBSTITUTE GOODS OR SERVICES; (iii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES,
INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES;
(iv) ANY CONTENT OBTAINED FROM THE SERVICES; (v) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR
TRANSMISSIONS OR CONTENT; OR (vi) OTHER MATTERS RELATED TO THE SITE OR SERVICES. THESE LIMITATIONS APPLY
EVEN IF WE HAVE BEEN EXPRESSLY ADVISED OF THE POTENTIAL LOSS OR LIABILITY.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT MAY OUR AGGREGATE LIABILITY EXCEED THE GREATER OF ONE
HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID US, IF ANY, IN THE PAST SIX MONTHS FOR THE
SERVICES GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU
AGREE THAT OUR AFFILIATES, PARTNERS, SUPPLIERS, AGENTS, AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND
ARISING FROM OR RELATING TO YOUR USE OF THE SITE OR SERVICES. YOU FURTHER AGREE NOT TO BRING ANY CLAIM
PERSONALLY AGAINST OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, PARTNERS,
SUPPLIERS, OR LICENSORS.
THE
LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), WARRANTY, STATUTE, OR OTHERWISE.
NOTE
THAT SOME JURISDICTIONS PROHIBIT THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, AND THEREFORE THE LIMITATIONS AND EXCLUSION ABOVE MAY NOT APPLY TO YOU. THE FOREGOING DOES NOT
AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
22.
Indemnity
You
agree to indemnify, defend, and hold harmless Wholesalefashionweek, Inc. and its subsidiaries, officers, employees,
contractors, agents, affiliates, partners, suppliers, and licensors, including, but not limited to, costs
and attorney's fees, from any claim or disputes by a third party arising out of your use of the Site,
violation of these Terms, violation of applicable law, or your posting, modifying, or otherwise transmitting
User Content through the Site or Services. We reserve the right, at your expense, to assume exclusive
control over the defense of any claim or dispute for which you must indemnify us. You agree to cooperate
fully with us in defending such claims or disputes, and you agree not to settle any such claims or disputes
without our prior written consent. We will make a reasonable effort to provide you with notice of any such
claim or dispute once we receive notice.
23.
Release
In
the event you have a dispute arising out of, directly or indirectly, these Terms or your use of the Site or
Services, you hereby release and forever discharge us, including our subsidiaries, officers, employees,
contractors, agents, affiliates, partners, suppliers, and licensors, from all related claims, actions,
demands, disputes, damages, and liabilities, whether past, present, or future. IF YOU ARE A CALIFORNIA
RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH
STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
24.
Termination
We
may suspend or terminate your access to the Site at any time and for any reason or no reason at all, with or
without notice, at our sole discretion. This may result in deletion of information associated with your
account. You may also terminate your account by deactivating it or by submitting a termination request and
discontinuing your use of the Services. Your account may be deactivated if it experiences a prolonged period
of inactivity. Your User Content may also be deleted in the event your access is terminated. Where
applicable, all rights and responsibilities of the parties under these Terms will survive the termination of
this agreement, including, without limitation, intellectual property ownership, warranties, disclaimers, and
limitations of liability.
26.
Violations of These Terms
Should
you breach these Terms, we may take any and all actions we deem appropriate in our sole discretion under the
circumstances, including, but not limited to, suspending, blocking, or terminating your access to the Site
and Services and your account. We may also choose to remove your User Content.
27.
Dispute Resolution
Unless
both parties agree otherwise, you and Wholesalefashionweek, Inc. agree that any dispute, claim, or controversy you
may have arising out of or relating to the Site, Services, or these Terms will be resolved through mandatory
binding arbitration administered by the American Arbitration Association (AAA) in accordance with its
Commercial Arbitration Rules, and the judgment of its arbitrator(s) may be entered by any court of competent
jurisdiction. You further agree that the U.S. Federal Arbitration Act governs the interpretation and
enforcement of this provision, and THE PARTIES FURTHER AGREE THAT EACH IS WAIVING ITS CONSTITUTIONAL RIGHT
TO A TRIAL BY JURY AS WELL AS THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION OR MULTI-PARTY ACTION. ALL
CLAIMS AND DISPUTES RELATED TO YOUR USE OF THE SITE OR SERVICES OR ARISING UNDER THE TERMS MUST BE
ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. ANY DISPUTE, CLAIM, OR CAUSE OF
ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SITE, SERVICES, OR THESE TERMS MUST BE COMMENCED
WITHIN ONE YEAR AFTER THE CAUSE ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED. This
provision will survive the termination of this agreement and the termination of your account.
You
and Wholesalefashionweek, Inc. agree that we may seek injunctive or other appropriate relief in the appropriate state
or federal court should you violate or threaten to violate the intellectual property rights of us or our
subsidiaries, affiliates, partners, suppliers, or licensors, and you consent to exclusive jurisdiction and
venue in such courts.
28.
General Terms
a.
Entire Agreement
These
Terms and our Privacy Policy represent the entire and exclusive agreement between you and Wholesalefashionweek, Inc.
regarding your use of the Site and Services, superseding and replacing all previous agreements. You may also
be subject to additional terms and conditions or separate agreements regarding specific Services we provide,
partner or affiliate services, use of Third-Party Resources, or any purchases you may make through the
Site.
In
the event that these Terms are translated into other languages and there is a discrepancy between the two
language versions, the English language version will prevail in all cases to the extent that such
discrepancy is the result of an error in translation.
b.
Waiver and Severability
Our
failure to enforce any right or provision of these Terms will not operate as a waiver of such right or
provision.
If
any provision of these Terms or the application thereof is held to be invalid or unenforceable for any
reason and to any extent, that provision will be considered removed from these Terms; however, the remaining
provisions will continue to be valid and enforceable according to the intentions of the Parties and to the
maximum extent permitted by law. If it is held that any provision of these Terms is invalid or
unenforceable, but that by limiting such provision it would become valid and enforceable, then such
provision will be deemed to be written, construed, and enforced as so limited.
c.
Assignment
Your
rights and obligations under these Terms, including any accounts, profiles, or personalization settings you
may have, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior
written consent, and any attempt to do so will be null and void. We may freely assign these Terms and our
rights and obligations hereunder without notice to you, and these Terms will continue to be binding on
assignees.
d.
Cumulative Rights
The
rights of all parties under these Terms are cumulative and will not be construed as exclusive of each other
unless otherwise required by law.
e.
Law and Jurisdiction
These
terms shall be governed by, and will be construed under, the laws of California, United States, without
regard to or application of its conflict of law principles or your state or country of residence. All
claims, disputes, and legal proceedings related to or arising out of these Terms or your use of the Site or
Services will be brought exclusively in the federal or state courts located in California, and you hereby
consent to and waive any objection of inconvenient forum as to such jurisdiction.
29.
Electronic Communications
Electronic
communications occur whenever you use the Site or Services, you send us emails, we send you emails, and we
post notices on the Site. You consent to receive such electronic communications and agree that the
electronic communications, including, without limitation, all notices, terms, disclosures, and agreements,
has the same legal effect and satisfy any legal requirement that such communications would satisfy if
provided to you in a written hardcopy.
30.
Feedback and Complaints
You
hereby assign to us all rights in any feedback or complaints you provide us concerning the Site or Services
and agree that we have the right to use and fully exploit all such feedback or complaints in any manner we
wish, commercial or otherwise. We will treat all such feedback or complaints as non-confidential and
non-proprietary. Do not provide us with any feedback or complaints that you consider confidential or
proprietary.
If
you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of
Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R
Street, Sacramento, CA 95814 or by telephone at (800) 952-5210.
31.
Contact Information
Please
report any violations of these Terms to us. If you require any more information or have any questions about
these Terms, you may contact us as follows:
Wholesalefashionweek, Inc.
188
Technology DR #D
Irvine,
California 92618
Phone:
213)291-8972
Fax:
213)401-2373
Email:
sales@wholesalefashionweek
All websites need to post their website terms of use in order to notify visitors of its rules and protect
themselves from a wide variety of potential legal liabilities. The following information explains the main
sections and key considerations of website terms of use.
Note
that this document is meant for websites based within the United States. It may not be appropriate for sites
hosted in other countries or may need additional language.
Acceptance
of Terms
This
section explains that, by using the website and any services provided, the visitor agrees to abide by the
terms and conditions. These terms are a binding legal agreement. Also, the section specifies any age
restrictions you impose on visitors.
Browsewrap
vs. Clickwrap
"Browsewrap"
is the term used for websites that allow users to accept their terms and conditions simply by navigating
through the site. "Clickwrap," on the other hand, refers to sites that require visitors to affirmatively
agree to the terms by clicking an "Accept" button, or checking a similar box, before creating an account or
making a purchase.
Browsewrap
is typically only used for static sites that are primarily informational in nature with little to no
interaction with the site or others and do not offer products or services for sale. Clickwrap is recommended
for all sites that go beyond browsewrap by selling products and services or allowing users to post content
or interact with others.
If
you choose to implement clickwrap, you should be sure that your method requires visitors to make an
affirmative action assenting to the terms and conditions. Best practice is to require visitors to scroll
through the entire terms (and privacy policy, if you have one) before they can click the button or box to
agree.
License
to Use
Visitors
are granted the limited right to use the website so long as they conform to the requirements set out in the
terms.
Advertisements
You,
as the website operator, have the right to advertisements, some of which may be targeted based on the type
of information on the site, queries made, or other information submitted by visitors. The types and amount
of advertising on the site is subject to change.
Cookies
This
section explains that your website uses cookies, which store information related to visitors' preferences,
browser type, and other information in order to optimize their experiences. Visitors may choose to decline
cookies by disabling them in their browser settings.
Acceptable
Use Policy
This
section explains your rules for conduct and provides a lengthy list of prohibited uses of the website,
including using the website
1.
for illegal purposes,
2.
to transmit viruses and other malicious computer software,
3.
to harvest data,
4.
to transmit or send unsolicited communications,
5.
to commercially exploit its content,
6.
to attempt to gain unauthorized access to restricted parts of the site, and
7.
to harass, stalk, harm, or otherwise interfere with another user's normal use and enjoyment of the site.
International
Use and Compliance
Visitors
are responsible for ensuring that their use of the site conforms to all local, international, and other laws
that may apply.
Minors
and the Children's Online Privacy Protection Act
This
section, if included, explains whether you knowingly collect, or allow others to collect, personal
information or data from visitors under 13 years of age and, if so, provides your reasons for doing so.
Website operators that collect this information are required to comply with the Children's Online Privacy
Protection Act (COPPA), which includes obtaining verifiable parental consent to your collection and use of
data pertaining to children.
User
Accounts
This
section is included if you allow visitors to the website to create user accounts or profiles. Those that do
so are called "Members." By creating an account, each Member agrees that all information submitted when
creating an account is true and accurate and promises to update and maintain the accuracy of this
information at all times. Each Member is the sole authorized user of his or her account and is responsible
for keeping passwords and account access information confidential.
User
Content
This
section is included if you indicated that visitors can submit content on the site. After providing a
definition of such "User Content," the section explains that you do not monitor, support, or endorse the
submission or publication of any particular User Content and, therefore, may not be held responsible for it.
You may remove User Content at any time and for any reason, without notice.
User
Content License
Visitors
maintain ownership of all User Content submitted and grant you a license to use, publish, copy, and modify
the content as you choose.
Enforcement
of Acceptable Use Policy
You
may review and investigate visitors' use of the site and take any appropriate action against them that you
determine necessary in your sole discretion.
Third-Party
Resources
Here,
you explain that the site may contain links and advertisements to third-party websites and services, called
"Third-Party Resources." Visitors agree that Third-Party Resources are not under your control and that you
are not responsible for the content, products, or services they provide.
Modification
of Site
In
this section, you reserve the right to modify, add to, suspend, or terminate all or part of the site or its
services at any time with or without providing prior notice to visitors.
Support
or Maintenance
Here,
visitors are told that you are under no obligation to provide customer support or website maintenance.
Restricted
Access
Visitors
agree not to use the site to gain improper access to restricted parts. If you provide visitors with account
access to areas of the site that are restricted to the general public, such visitors agree not to share
their password and other access information with others.
Privacy
This
section alerts visitors to your privacy policy, if you have one, and explains the general situations that
you may be required to disclose visitor information to others; for instance, to respond to legal claims or
requests for customer service.
Your
Rights and Ownership
With
the exception of any User Content that may be submitted by visitors, you own all intellectual property
rights to the content on the website. Visitors agree not to sell, copy, or otherwise misappropriate your
intellectual property and to keep all copyrights, trademarks, and other intellectual property notices on all
copies of your content.
Copyright
Policy
This
section outlines the process for reporting any allegations of copyright infringement on your website
according to the proper procedure outlined under 17 U.S.C. 512(c) and then designates your copyright agent
responsible for receiving and investigating such notices. This information is necessary to comply with the
safe harbor provisions of the Digital Millennium Copyright Act (DMCA).
These
requirements include that you (a) provide notice to your users of your policies regarding copyright
infringement and the consequences of repeated infringing activity, (b) follow the proper notice and takedown
procedures, including removing, or disabling access to, the material, providing notice to the individual
responsible for such material, providing such individual with an opportunity to provide proper
"counter-notice," and complying with applicable procedures thereafter, and (c) designate an agent to receive
notices of infringement from copyright owners.
Sales,
Refund, and Cancellation Policies
If
you sell goods or services through your website, then you should outline your sales policy in this section,
including any conditions of sale, return policies, guarantees, payment details, fees, and shipping terms.
Doing so helps avoid potential disputes and lawsuits with aggrieved visitors.
Likewise,
you should include any refund and cancellation policies you may have in order to put visitors on notice and
avoid conflicts.
Disclaimers
The
disclaimers include many of your most important terms and conditions. Among these, visitors are told that
the site is provided on an "as-is" basis, and potential express and implied warranties are disclaimed in
order to prevent visitors from seeking to hold you liable for promises you do not intend to offer. This also
includes disclaimers for any loss or damages that may occur to visitors' computers, internet connections, or
User Content.
Visitors
are told that the content on your website is for informational purposes only and does not offer any
professional advice, including legal, financial, or medical advice.
Limitation
of Liability
This
is another important section because it limits your potential liability for visitors' use of the site to a
maximum of the greater of $100 or amounts paid by the visitors in the past six months.
Visitors
also agree not to bring any claims personally against any of your subsidiaries, officers, employees,
contractors, agents, affiliates, partners, suppliers, or licensors.
Indemnity
and Release
Here,
visitors agree to indemnify you against (meaning pay for) any claims by third parties that result from
visitors' use of the site.
Visitors
agree not to pursue any claim or action they may have against you or your affiliates.
Termination
and Modification
You
may terminate visitors' access to any part or service on the site at any time in your sole discretion,
without notice.
You
may also update these terms at any time. Visitors' continued use of the site constitutes acceptance of such
updates. You will provide visitors with notice of such updates by any reasonable means, including by email
or posting notice in a prominent place on the site.
Violation
of These Terms
You
have the right to take any and all appropriate actions you deem necessary should a visitor breach these
terms. This may include suspending, blocking, or terminating their access.
Dispute
Resolution
If
you choose to include this option, all disputes relating to the site, services, or these terms are required
to be resolved through mandatory binding arbitration administered by the American Arbitration Association.
Feedback
and Complaints
Visitors
assign you the right to use and fully exploit all feedback or complaints they submit in any manner you wish,
commercial or otherwise.
Contact
Information
The
last section includes the website operator's contact information, which is an important requirement that
helps visitors report any violations of your terms that they may witness and to contact you for help and
other matters.