FASHION JUNGLE
A NEW YORK CORPORATION

 

INTRODUCTION FOR BUSINESS
Welcome to Fashion Jungle! The following document sets Fashion Jungle the legally binding terms that regulate your relationship with Fashion Jungle and your use of the Fashion Jungle mobile Application (the “App”). Please read the Terms of Use carefully. It details the conditions for your use of Fashion Jungle and also contains important waivers of liability.

 

TERMS

A. INTRODUCTION

A.1 The Fashion Jungle Inc. (“Fashion Jungle,” “we,” “us,” “our”) is the owner of the Fashion Jungle mobile application (the “Application”). The Application provides Users (““User”, “Users”) with fashion services such as personal shopping and fashion consulting, as well as an interactive map to guide Users on their way (the “Services”).

A.2 Your Fashion Jungle Account is subject to these Terms of Use (Terms). You warrant that you have read and understood these Terms and our Privacy Policy.

A.3 Our use of any information you provide via the Application is governed by our Privacy Policy, available at Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of such information.

A.4 OUR LIABILITY IS SUBJECT TO LIMITATIONS AND EXCLUSIONS AS SET OUT IN SECTIONS 8 (INDEMNITY), 9 (DISCLAIMERS) AND 10 (LIMITATION OF LIABILITY) OF THE GENERAL CONDITIONS. PLEASE READ THESE SECTIONS CAREFULLY BECAUSE THEY LIMIT YOUR RIGHTS.
SECTION 11 (DISPUTES) CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

B. RECITALS

B.1 WHEREAS, the Store wishes to avail itself of Fashion Jungle’s Services in order to attract and retain new clientele;

B.2 WHEREAS, Fashion Jungle wishes to enter into a relationship with the Store in order to attract and retain new clientele

B.3 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Fashion Jungle and the Store (the Parties) hereby agree as follows:

 

C. STORE ACCOUNTS

C.1 Registration. As a condition to using the Service, Stores are required to open an account with Fashion Jungle, select a password, and provide registration information. If you will be using the Service on behalf of an entity, you agree to these Terms of Use on behalf of that entity and its affiliates and you represent that you have the authority to do so. The registration information must be accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of the Fashion Jungle account.

C.2 Application Methods of Communication. Fashion Jungle shall be entitled to develop and use push notifications, emails, alerts, marketing and promotional materials, email campaigns and other reasonable forms of communications (the Application Methods of Communication) with respect to each Store, as well as general corporate marketing materials featuring Store trademarks, service marks, slogans, logos or similar proprietary rights provided by the Store to Fashion Jungle (collectively, the Store IP)

C.3 Rights and Licenses. For the purpose of providing the Service and Application Methods of Communication, Stores grant Fashion Jungle a worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, transferable license to publish the Store IP on its webpages, social media pages, promotional e-mails and advertisements, and in other marketing, promotional and advertising initiatives, in any media now or hereafter known. This license is intended to promote the Stores, and help provide the Service.
Fashion Jungle may:
(a) Reproduce, distribute, digitally transmit, stream, display, communicate to the public, synchronize, transmit, create derivate works of, combine with other materials, alter and/or edit the Store IP in any manner in their sole discretion, with no obligation to the Store whatsoever.
(b) Store grants Fashion Jungle the right to use its Store name, real name, image, likeness, caption, location or other identifying information in connection with any use of the Store IP.
(c) The foregoing license grant does not affect the Store’s ownership or license rights in the Store IP, including the right to grant additional licenses to the material.

C.4 Removal of Content. Fashion Jungle reserves the right to remove any Store IP from the Application and the Service at any time for any reason.

D. FASHION JUNGLE SERVICES

D.1 Geo-location. Fashion Jungle agrees to display the Store on its map of recommended shopping venues. Fashion Jungle will display the name, location and possibly the logo or service mark of the Store on its map.

D.2 Promotion. Fashion Jungle agrees to inform its Users, via display, push notifications or other means, of the dates on which Stores offer special offers or discounts.

D.3 Push Notifications. Fashion Jungle may offer Stores the opportunity to promote their services to proximate Fashion Jungle Users through the use of push notifications.

 

E. STORE WARRANTIES AND REPRESENTATIONS

Laws and Licensure. Store warrants and represents that it is in compliance with all the relevant laws and industry standards in respect of providing the Services.

E.1 Insurance. Store warrants and represents that it carries general liability insurance covering accidents, slips, falls and other injuries to its customers.

E.2 Key Obligations. Store warrants and represents that:
(a) Store has the full power, authority, and right to agree to these Terms and has taken all necessary legal and corporate actions and obtained all necessary approvals to authorize entering and performing these Terms;
(b) Services shall be performed in a professional and competent manner, conforming to generally accepted standards applicable;
(c) Each of the individuals assigned to provide any Services under this Agreement or at the Store Establishments shall have the proper skill, training, and background to provide the Services;

E.3 No Litigation. Store warrants and represents that there is no actual or threatened litigation: (a) that affects its ability to comply with this Agreement, or (b) concerning the Services or Deliverables.

E.4 Store IP. Store warrants and represents that it:
(a) Owns or otherwise controls all rights to the Store IP;
(b) Has full authority to act on behalf of any and all owners of any right, title or interest in and to any Store IP;
(c) Has permission to use the name and likeness of each identifiable individual person in connection with any Store IP;
(d) With the exception of usage restrictions expressly indicated by the Stores on respective IP, the use and/or publication of the Store IP will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights;
(e) No fees of any kind shall be due any third party, for the use or re-use of Store IP as authorized under these Terms. Store is solely responsible for the authenticity, description, identity, condition, nature and quality of the Content; and,
(f) Store hereby releases, discharges and agrees to hold Fashion Jungle, its subsidiaries, assigns, and any person acting on their behalf, harmless from any liability related in any way to the use and/or publication of Store IP on the Fashion Jungle Application.

 

F. FASHION JUNGLE WARRANTIES AND REPRESENTATIONS

F.1 Fashion Jungle warrants and represents that it will keep Store aware of any policies or guidelines it has with respect to its business which the Store must follow. Failure to disclose such policies or guidelines will render them ineffective against the Store.
F.2 Key Obligations. Fashion Jungle will:
(a) Establish and maintain clear channels of communication at all times with the Store;
(b) Promptly provide the Store with directions, instructions or information which are requested by the Store and which are reasonably required to assist the Store in the performance of its obligations under this Agreement; and
(c) Promptly provide the Store with a copy of all applicable policies, procedures, rules, regulations, standards of conduct and requirements relevant to the provision of the Services.F.3 Intellectual Property. Fashion Jungle owns all rights necessary to operate the Fashion Jungle Application that is the subject of these Terms;(a) Neither Fashion Jungle, nor any sites or services Fashion Jungle owns, operates, or provides, infringe or cause to be infringed, the Intellectual Properties of any third party; and,
(b) No actions by Fashion Jungle in connection with the Fashion Jungle Application will constitute false or deceptive advertising, defamation, passing off, or other business torts, violations of any consumer protection laws, or other commercial malfeasance.

 

G. INDEMNITIES, LIABILITY DISCLAIMERS AND WAIVERS

G.1 Please see Sections 7, 8 and 9 of the General Conditions.

 

H. TERMINATION

H.1 Any Party may terminate this Agreement for convenience by providing not less than fourteen (14) days’ notice in writing to the other Party.

H.2 If you wish to terminate your Fashion Jungle Premium Account, you may do so upon written notice. Please contact Fashion Jungle at store.premium@thefashionjungle.com

H.3 Fashion Jungle reserves the right to terminate this Agreement immediately upon breach by the Store of any term of this Agreement.

H.4 All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, confidentiality, indemnity and limitations of liability.

 

GENERAL CONDITIONS

 

1 APPLICATION

1.1 Compliance with these Terms is a condition to all use of the Application by Stores. By using the Application, each Store accepts and agrees to be bound by these Terms.

1.2 Fashion Jungle may update these Terms at its absolute discretion from time-to-time, and unless stated otherwise by Fashion Jungle in writing, such updates shall come into effect once made available on the Application or otherwise notified to Stores.

1.3 The Terms and the General Conditions form a single legal agreement. To the extent that the Terms are inconsistent with the General Conditions, the Terms will prevail.

2 MODIFICATION OF THE SERVICE OR APPLICATION

2.1 Fashion Jungle reserves the right, at its sole discretion, to change, modify, suspend or discontinue the Service and/or Application, including, without limitation, the availability of any feature, database, function, or content) at any time. Fashion Jungle may impose limits on certain features, services, and/or function, or restrict Store access to parts or all of the Service without notice or liability.

2.2 It is Store’s responsibility to check these Terms periodically for changes. Store’s continued use of the Service following the posting of any changes to these Terms constitutes acceptance of those changes. Notwithstanding the preceding sentences of this section, no modifications to these Terms will apply to any dispute between Store and Store that arose prior to the date of such modification.

 

3 LICENSE & USE

3.1 By accepting these Terms, Store is granted access a limited, non-exclusive, and revocable license and use the Application for the duration of these Terms, in accordance with these Terms.

3.2 Fashion Jungle may revoke or suspend the Store’s license(s) (and prevent future use of the Application) for breach of these Terms by the Store. Fashion Jungle will ordinarily advise the Store of any suspension or revocation, however it is under no obligation to do so.

3.3 The Store agrees that it shall only access and use the Application for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Fashion Jungle in its discretion.

3.4 Store promises not to use Application for any purpose prohibited by these Terms of Use.

3.5 Fashion Jungle may limit or restrict access to the Application from time-to-time as it sees fit, including (but not limited to):
(a) Location. Fashion Jungle may restrict access to the Application for Stores from any location and may restrict transactions, payments or any other activity on our Application in any location in its absolute discretion.
(b) Verifications. Fashion Jungle may limit Stores and access to the Application where it cannot, in its absolute discretion, verify any of the information provided to it by Stores.

 

4 PROHIBITED STORE CONDUCT

4.1 Each Store warrants and agrees that, while using the Application and the various services and features offered on or through the Application, the Store shall not (and shall not permit any third party to) take any action, upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service that:
(a) Attempts to gain unauthorized access to other computer systems through the Application;
(b) Engages in spidering, “screen scraping,” “database scraping,” harvesting of catalogue information, e-mail addresses, wireless addresses or other contact or personal information, or any other means of obtaining lists of property, Stores or other information from or through the Application;
(c) Obtains or attempt to obtain unauthorized access to computer systems, Content or information through any means;
(d) Uses the Application or the services made available on or through the Application in any manner with the intent to interrupt, damage, disable, overburden, or impair the Application or such services, including sending mass unsolicited messages or “flooding” servers with requests;
(e) Is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, or is otherwise inappropriate as determined by Fashion Jungle in its sole discretion;
(f) Uses the Application in violation of Fashion Jungle or any third party’s intellectual property or other proprietary or legal rights; or
(g) Uses the Application in violation of any applicable law.
4.2 Each Store further agrees not to attempt (or encourage or support anyone else’s attempt) to engage in any of the foregoing prohibited activities or to circumvent, reverse engineer, decrypt, disassemble, decompile or otherwise alter or interfere with the Application or make unauthorized use thereof.

4.3 Each Store must not use the Application in any manner that could damage, disable, overburden, or impair the Application or interfere with any other party’s use and enjoyment of the Application, nor obtain, use or access, or attempt to obtain, use or access, any Content or information through any means not intentionally made publicly available or provided for through the Application.

5 INTELLECTUAL PROPERTY

5.1 Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
5.2 Proprietary Information. The Application may use and incorporate software and other proprietary systems and Intellectual Property for which Fashion Jungle has appropriate authority to use, and the Store agrees that such use protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The Store warrants that it shall not infringe on any Intellectual Property or other third-party rights through the use of the Application (U.S. Copyright Act of 1976, Title 17 U.S.C).

5.3 Application. The Store agrees and accepts that the Application (including any source code, ideas, enhancements, feature requests, suggestions or other information provided by the Store or any other party with respect to the Application) is the Intellectual Property of Fashion Jungle and the Store further warrants that by using the Application the Store will not:

(a) Copy the Application or the services that it provides for the Store’s own commercial purposes; and
(b) Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Application or any documentation associated with it.

5.4 Trademarks. Fashion Jungle, Fashion Jungle.nyc and other Fashion Jungle graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Fashion Jungle. Fashion Jungle’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Fashion Jungle. The images and icons available in the Fashion Jungle icon pack may used by Stores and third party sites in connection with providing appropriate links to the Fashion Jungle Sites.

 

6 INDEMNITY

6.1 Own Risk. The Store agrees that it uses the Application at its own risk.

6.2 Errors or Failures. The Store acknowledges that Fashion Jungle is not responsible for the conduct or activities of any Fashion Jungle User and that Fashion Jungle is not liable for such under any circumstances or any errors or failures to execute requests or offers on the Application, including errors or failures caused by: (1) loss of connection to the internet or to the online software by any party, or (2) a breakdown or failure of the software.

6.3 Store Interactions. Store releases Fashion Jungle from all liability relating to any connections and relationships with Fashion Jungle User. Fashion Jungle makes no representations or warranties as to the conduct of Fashion Jungle Users or the veracity of any information they provide. In no event shall Fashion Jungle be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of the Services, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with Fashion Jungle Users that connect through the Service. Stores are encouraged to take reasonable precautions and exercise the utmost personal care in all interactions with any individual they come into contact with through the Service.

6.4 Links. Where the Application contains links to other websites and resources provided by third parties, these links are provided to Stores for information only without any endorsement or warranty whatsoever from Fashion Jungle. The Store enters those websites solely at its own risk and acknowledges that Fashion Jungle has no control over and accepts no responsibility whatsoever for those websites or resources.

6.5 Password. Stores are solely responsible for the use and security of their registered names and passwords which provide access to the Application. Stores must give prompt notice of any compromise or unauthorised access to these details. Each Store must ensure and accept all liability for any breach of these Terms arising from access with its registered name and password.

6.6 Confidentiality. Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): Fashion Jungle makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Fashion Jungle will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Fashion Jungle’s equipment, transmitted over networks accessed by the Site, or otherwise connected with Store’s use of the Service.

6.7 Indemnification. The Store agrees to indemnify Fashion Jungle for any loss, damage, cost or expense that Fashion Jungle may suffer or incur as a result of any breach by the Store of these Terms.
(a) The Store’s indemnification of Fashion Jungle will survive the termination of these Terms and any use of the Application.

7 DISCLAIMERS

7.1 Each Store acknowledges and agrees that:
(a) The Application (including all content, function, Content and services) is provided “as is,” without warranty of any kind, either express or implied, including any warranty for information, data, data processing services or uninterrupted access, any warranties concerning the availability, accuracy, completeness, usefulness, or content of information, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose.
(b) Fashion Jungle does not warrant that the Application (or the function, content or services made available thereby) will be timely, secure, uninterrupted or error free, or that defects will be corrected. Fashion Jungle makes no warranty that the Application will meet Stores’ expectations or requirements. No advice, results or information, or Content whether oral or written, obtained through the Application shall create any warranty not expressly made herein. If a Store is dissatisfied with the Application, the sole remedy is to discontinue using the Application.
(c) Fashion Jungle does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on or through the Application. Fashion Jungle is not a party to, and does not monitor, any transaction between Stores and third parties.
7.2 Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms.

8 LIMITATION OF LIABILITY

8.1 IN NO EVENT SHALL FASHION JUNGLE OR ANY OF ITS SUPPLIERS, DISTRIBUTORS, VENDORS, CONTRACTORS, GALLERIES, INSTITUTIONS, CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE APPLICATION (OR THE INFORMATION, CONTENT, CONTENT AND FUNCTION RELATED THERETO), INCLUDING LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST OR CORRUPTED DATA, OR LOST BUSINESS OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF FASHION JUNGLE OR SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 THE ABOVE LIMITATIONS ONLY APPLY TO THE EXTENT PERMITTED IN THE RELEVANT JURISDICTION.

 

9 RELEASE

9.1 We provide a service that allows our Users to discover great new Stores and access discounts and other services. However, we could not function if we were held responsible for the actions or inactions of different Stores, Users, and/or third parties both on and off the Services. As an inducement to Fashion Jungle permitting you to access and use the Services, you hereby agree to release Fashion Jungle, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners, and employees from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Services. In addition, you waive any applicable law or statute, which says, in substance:

9.2 “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY 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 RELEASED PARTY.”

 

 

10 DISPUTES

10.1 Where a dispute arises between Fashion Jungle and a Store, the following process shall apply:
(a) Negotiation. If there is a dispute between the parties relating to or arising out of these Terms, then within 30 business days of a party notifying the other party of a dispute, senior representatives from each party must meet (or discuss directly via the telephone or internet) and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions;
(b) Arbitration. All disputes arising from or related to this Agreement must be submitted for binding arbitration before a single arbitrator under the rules of the American Arbitration Association (AAA) as in effect at such time. The location for such arbitration will be New York City, New York. Store and Fashion Jungle agree that either Store or Fashion Jungle may, within 30 days after the filing of a demand for Arbitration, demand that the parties’ dispute first be submitted to a neutral evaluator pursuant to the American Arbitration Association’s Early Neutral Evaluation Procedures prior to proceeding with arbitration. Any resulting arbitration award may be enforced in any court having valid jurisdiction, wherever located. In addition, Store and Fashion Jungle hereby irrevocably submit to the jurisdiction of the state and federal courts located in Borough of Manhattan in the City of New York in the State of New York for the enforcement of any such arbitration award.
Parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, except as prohibited by law. Each party shall separately pay for its respective attorneys’ fees and costs.
(c) Class Action. STORE AND FASHION JUNGLE AGREE NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR COLLECTIVE ARBITRATION, EVEN IF AAA PROCEDURES OR RULES WOULD OTHERWISE ALLOW ONE. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT OF THAT PARTY’S INDIVIDUAL CLAIM. Store and Fashion Jungle also agree not to seek to combine any action or arbitration with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.
If the agreement in this Section not to bring or participate in a class or representative action, private attorney general action or collective arbitration should be found illegal or unenforceable, Store and Fashion Jungle agree that it shall not be severable, that this entire Section shall be unenforceable and any claim or dispute would be resolved in court and not in collective arbitration.
(d) Court proceedings. A party may not commence court proceedings in relation to a dispute relating to or arising out of these Terms, unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that damages are inadequate to compensate.
(e) Small Claims Court. Notwithstanding this Section, Store has the right to litigate any dispute in small claims court, if all the requirements of the small claims court, including any limitations on jurisdiction and the amount at issue in the dispute, are satisfied.

 

 

11 ATTORNEY’S FEES

11.1 The prevailing Party in an action to enforce these Terms may recover from the other its reasonable attorneys’ fees and costs, if employment of an attorney was necessary.

12 GOVERNING LAW AND JURISDICTION

(a) These Terms, as well as the respective rights and obligations hereunder, shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to conflict of laws principles. Please note that use of the Application by any Store may be subject to other local, state, national, and international laws.

(b) Each Store expressly:
i Agrees that exclusive jurisdiction for resolving any claim or dispute with Fashion Jungle relating in any way to use of the Application resides in the state and federal courts of the State of New York;
ii Agrees and consents to the exercise of personal jurisdiction in the state and federal courts of the State of New York;
iii Waives any right to a jury trial in any legal proceeding against Fashion Jungle; and
iv Agrees that any claim or cause of action with respect to use of the Application must be commenced within one (1) year after the claim arises.

(c) If Store is accepting these Terms on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to Store. In this event, these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).

 

13 GENERAL

13.1 Waiver. No clause of these Terms will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

13.2 Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms and the transaction facilitated by it.

13.3 Severability. Any clause of these Terms, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms.

 

14 CONTACT

14.1 To contact us with any questions or concerns in connection with these Terms or the Application, or to provide us with any notice under these Terms, please write to us at:

info@thefashionjungle.comUpdated: July 1st, 2016