Fashion-Ade Terms of Use

Terms of Use

Effective June 1, 2010

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING FASHION-ADE.COM (“FASHION-ADE” OR THE “SITE”), A SERVICE OF ABUNDANT CLOSET, LLC (THE “COMPANY”). YOUR USE OF THE SITE INDICATES YOUR AGREEMENT TO THESE TERMS; IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE FASHION-ADE.COM.

1. Acceptance of Terms.

The Site provides services that are free to a User that may include, without limitation, the creation of a virtual closet that enables users to view, rate, and share outfit combinations and recommendations (collectively, the “Services”).

By using the Fashion-Ade.com website (the “Site”), you agree to be bound by the Terms of Use (“Terms”) as defined here, and all other operating instructions, guidelines and policies that may be published from time to time on the Site, including, without limitation, the Privacy Policy. If you don’t agree to these Terms, please don’t use the Site. As a new or continuing user accessing the Site (in either case, a “User”), you represent that you have read, understood and agreed to the Terms, and consent to be bound by all of them, including any future amendments or updates.

The Site or the Services is not for you to use if you do not accept the Terms, and to accept them, you must not be a person who’s been barred from using the Site or 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 Site or Services.

Should you object to any of the Terms or any subsequent modifications thereto, or become dissatisfied with the Site or Services in any way, your only recourse is to immediately discontinue use of the Site. The Company has the right, but is not obligated, to strictly enforce the Terms through self-help, community moderation, active investigation, litigation and prosecution.

These Terms may be changed at any time at our discretion, and if we make changes, we’ll post them here; please review these Terms each time you use the Site to learn of such changes. Your continued use of the Site indicates your agreement to any and all changes.

2. Age Requirement.

The Site is intended for users over the age of 13, and your use of the site indicates you are at least 13 years old.

3. User-Posted Content.

By making use of any interactive areas of the Site (such as, social networking capabilities and forums), you expressly agree not to post, upload, transmit, distribute, store, create, or otherwise publish to or through the Site, any message, data, information, text, music, sound, photos, graphics, code or any other material that:

is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national or international law, including, without limitation, regulations governing the trading of securities;

may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

impersonates any person or entity, or otherwise misrepresents your affiliation with a person or entity, including the Company;

involves unsolicited promotions, political campaigning, advertising, contests, raffles, or like solicitations;

contains private information of any third party, including, without limitation, surname, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

contains viruses, corrupted data, malicious code, or other harmful, disruptive or destructive files;

is unrelated to the subject of the discussion where it is placed;

is likely to restrict or inhibit any other person from using or enjoying the Site; or

exposes the Company or any User to any harm or liability of any type, as determined in the sole discretion of the Company.

Your submission of content to the Site indicates your automatic grant to the Site a royalty-free, worldwide, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, display, translate, perform, edit, transmit, reformat, sublicense and distribute such material (in whole or in part, directly or indirectly) and/or to incorporate it in other works in any form, media or technology now known or hereafter developed. You agree that you shall have no recourse against the Company for any alleged or actual infringement or misappropriation of any proprietary right in your communications on the Site and/or to the Company.

Although the Company has no obligation to screen, edit or monitor anything posted to or distributed through the Site, the Company reserves the right to review, modify, and remove content at any time and for any reason whatsoever in our sole discretion.

The Company may deny you access to all or part of the Services without prior notice if you engage in any conduct or activities that are determined, in the Company’s sole discretion, to violate these Terms or to be otherwise inappropriate.

In accordance with our Privacy Policy, User content, including your User Name and the contents of your Closet, unless you have expressly elected to mark your Closet as private, are visible to the general public. By posting items to your Closet and not marking the Closet as private, you are granting permission to us to use, display, modify, distribute and otherwise exploit these items in connection with the Site and otherwise in connection with our business.

4. Third-Party Content.

Because we are a publisher of content supplied by third parties and users of the Site, we have no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, are those of the respective author(s) or distributor(s) and not us. The content available through the Site often represents the opinions and judgments of the respective information provider or User. As such, we can neither endorse nor be responsible for the accuracy or reliability of any opinion, advice or statement made on the Site by anyone other than our authorized employees or spokespersons while acting in their official capacities.

Links. The Site incorporate links to other Web sites, some of which may be posted by you or other users of the Site. The presence of these links does not mean that we in any way endorse, nor are we responsible for, the content on those other Web sites.

Copyrights. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide us with the following information in writing, as required by the Digital Millennium Copyright Act, 17 U.S.C. 512 ("DMCA"):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
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;
Information reasonably sufficient to permit us to contact you;
A statement 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
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 owner of an exclusive right that is allegedly infringed.

Notice of claims of copyright infringement on the Site can be sent to:

5. Third-Party Offerings

The Site’s functionality may allow you to access and interoperate with third-party websites, software applications, and data services, including internet applications (“Third-Party Offerings”). Your access to and use of any Third-Party Offering, including any goods, services or information provided by it, is governed by the terms and conditions provided by its purveyor. Third-Party Offerings are not owned or provided by the Company.

Your interactions with organizations and/or individuals found via the use of the Site and/or Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

The Company may not have access to or control over features that a Third-Party Offering may use, and the information practices of Third-Party Offerings are not covered by the Privacy Policy. The Company is not responsible for the availability of any Third-Party Offering, and does not endorse any advertising, products or other materials on or available from Third-Party Offerings. The Company is not liable for any loss or damage which may be incurred by you as a result of the availability of Third-Party Offerings, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or services, or other materials on or available from Third-Party Offerings.

6. Conduct on the Site.

The Site is an online community that exists for the enjoyment of its members. By joining such community, you agree, in connection with the use of the Site and Services, without limitation, not to:

Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others;

Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage another person’s computer, the Site, or any software or hardware;

Transmit surveys, contests, pyramid schemes, spam or chain letters;

Impose an unreasonably large load on our computing, storage or communications infrastructure, or attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Site, through password mining or otherwise;

Harvest or collect any information from the Site;

Impersonate any person or entity, including any employee or representative of Abundant Closet; or

Use the Site to engage in any illegal activity or for any other purpose not reasonably intended by the Company.

7. Privacy.

Our current privacy policy is available at http://www.fashion-ade.com/Content/Privacy/default.aspx. Please note that by using the Site, you agree to the terms and conditions of our Privacy Policy.

8. Proprietary Rights and Intellectual Property; Right of Publicity

All information (such as data files, written text, computer software, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person or entity from which such content originated. The Company (or the Company’s licensors) own all legal right, title and interest in and to the Site and the Services, including any intellectual property rights which may be protected by copyrights, trademarks, service marks, patents, and/or other proprietary rights and laws (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

If you use the Services other than as provided above, you may violate copyright and other laws of the United States or other countries, as well as applicable state laws, and may be subject to penalties. This applies, without limiting the generality of the foregoing, to unlicensed use of photographs displayed on the Site. As between you and the Company, the Company owns and retains all ownership of the technology underlying, and content within, the Site and the Services, and reserves all rights not explicitly granted to you in this Agreement.

Nothing in the Terms gives you a right to use any of the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of the Company or any other party. In particular, you may not use any such material in a way that is likely or intended to cause confusion about their ownership or licensing (including, but not limited to use of the Company name, trademarks, or logos, or the construction of a website with the “look and feel” of the Site). Further, you must abide by any and all copyright notices or other proprietary legends displayed on the Site or via the Services.

9. Termination.

The Company grants you a limited license to access the Site and use it in accordance with these Terms and the instructions, guidelines and policies posted on the Site. If you wish to terminate your account, you may simply discontinue using the Site. We reserve the right to terminate our license to you to use the Site at any time.

10. No Warranty.

YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER WE, OUR AFFILIATES NOR ANY OF OUR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, SUCCESSORS, ASSIGNS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR FROM THE INFORMATION CONTAINED THEREIN, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THE SITE.

THE SITE IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE SITE.

11. Limitations of Liability.

NEITHER THE COMPANY, NOR ANY OF ITS OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, SUCCESSORS, ASSIGNS, CONTENT PROVIDERS OR SERVICE PROVIDERS (THE “FASHION-ADE.COM PARTIES”), WILL BE LIABLE TO YOU FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF USE OF THE SITE OR SERVICES, OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, OR LOSSES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY). THE FASHION-ADE.COM PARTIES WILL NOT BE LIABLE FOR ANY CONTENT OF WEBSITES TO WHICH THE SITE LINKS AS PART OF THE SERVICES, OR FOR INFORMATION CONTAINED IN OR RESULTING FROM THE SERVICES, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF SEARCH RESULTS.

If applicable, you waive California Civil Code section 1542, which says:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

THE COMPANY WILL NOT BE LIABLE FOR ANY COSTS OR DAMAGES ARISING OUT OF YOUR RELIANCE ON REVIEWS, OPINIONS, OR INFORMATION YOU ACCESS THROUGH THE SERVICES, OR FOR USER DEALINGS WITH ANY NON-FASHION-ADE.COM PARTIES. YOU HEREBY EXPRESSLY WAIVE ANY SUCH CLAIMS AGAINST THE FASHION-ADE.COM PARTIES. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING ANY GOODS OR SERVICES OFFERED OR PROVIDED BY THIRD-PARTIES. If there is a dispute between participants on this Site, or between Users and any third party, the Company is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you hereby release the Fashion-Ade.com Parties from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and the Site or Services.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY. IN SUCH STATES, THE RESPECTIVE LIABILITY OF EACH OF THE FASHION-ADE.COM PARTIES IS LIMITED TO THE GREATEST EXTENT PERMITTED BY SUCH STATE LAW.

The Company takes no responsibility and assumes no liability for anything posted, stored or uploaded by you or any third party, or for any loss or damage thereto. You are solely responsible for creating back-up copies of and replacing anything posted to or stored on the Site at your sole cost and expense.

12. Indemnification.

YOU AGREE TO INDEMNIFY AND HOLD THE FASHION-ADE.COM PARTIES HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY'S FEES ACTUALLY ACCRUED, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF: YOUR USE OF THE SITE OR SERVICES; YOUR VIOLATION OF THESE TERMS AND CONDITIONS; THE INFRINGEMENT BY YOU OR ANY OTHER USER OF REGISTRATION OR ACCOUNT INFORMATION, ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, AS APPLICABLE; OR YOUR TRANSMISSION OF ANY THREATENING, LIBELOUS, DEFAMATORY, FALSE, OBSCENE, SEXUALLY EXPLICIT, PROFANE, HARASSING OR OTHERWISE OFFENSIVE MATERIAL.

13. Other.

The Terms constitute the whole legal agreement between you and the Company for the use of the Site and Services, and completely replace any prior discussions or agreements, whether written or oral, between you and the Company in relation to the Site or Services. These Terms are governed by the laws of the State of Georgia without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the Superior Court of Fulton County, Georgia or the United States District Court for the Northern District of Georgia, subject to any applicable jurisdiction rules. Each party waives any objections to jurisdiction or venue in any proceeding before such courts. In the event that you are in breach, or threaten to breach any covenants of this Agreement, you acknowledge and agree that the Company will be greatly damaged, and such breach will be irreparable and difficult to quantify; therefore, the Company may apply to any court of competent jurisdiction in the United States or any other jurisdiction accepting jurisdiction under this specific provision of the Agreement, that, notwithstanding the governing law provisions of this Section 13, will apply the laws of its own jurisdiction in determining whether relief shall be granted to the Company, for injunctive or other equitable relief to restrain such breach or threat of breach, temporary or permanent, without impairing, invalidating, negating or voiding the Company’s rights to relief either at law or in equity. The parties agree that, except for the injunctive relief provisions of this Section 13, any dispute between you and the Company, its subsidiaries and affiliates, and their officers, directors and employees, arising out of or relating to this Agreement or your use of the Site or Services or any component thereof shall be settled by binding arbitration, before a single arbitrator, in accordance with the commercial arbitration rules of Judicial Arbitration and Mediation Services (“JAMS”), which shall administer the arbitration. Any arbitration hearing shall be held in Atlanta, Georgia. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party, nor shall arbitration on a class-action basis be permitted. JAMS will provide a list of five possible arbitrators who have no conflict preventing their service in a neutral capacity, each of whom shall be members of the Georgia Bar and have at least ten (10) years of relevant experience. Each party may strike two of the proposed arbitrators from the list with or without cause, and JAMS will appoint the arbitrator from those not stricken by either party. The arbitration award shall be in writing and shall include findings of fact and conclusions of law. Judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either party may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or property of either party pending the completion of arbitration. If a party unsuccessfully attempts to contest the arbitrability of a dispute and/or obtain a stay of arbitration, then such party shall pay the other party’s reasonable costs and expenses (including reasonable attorney’s fees) incurred in opposing such unsuccessful attempt. No waiver by Abundant Closet of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms is adjudged illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent. All waivers to any provision of these Terms must be in a writing signed by both parties. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees actually accrued.

15. Notices.

Except as explicitly stated otherwise, any notices must be sent to Abundant Closet in English at the address below:

Abundant Closet, LLC

PO Box 67880

Atlanta, GA 30357

Email: info@abundantcloset.com