Open Fashion Terms of Use and Privacy Statement

Last Modified 8/12/2008

Open Fashion is a New York Company and certain co-branded versions of its site under contract other third parties (collectively, the "Site"). You may only use the Site pursuant to the following terms and conditions, which you accept by your use of the Site. Use of the Site is subject to additional terms and conditions defined by our content providers ("Licensors") as stipulated on applicable pages of the Site, which you accept by your use of the Site. OpenFashion reserves the right to modify or revise these Terms of Use and/or Privacy Statement or its other policies at any time at its sole discretion. Any such modifications to the Terms of Use and Privacy Statement shall be effective within forty-eight (48) hours of being posted on the Site unless otherwise stated by OpenFashion in writing. You are bound by such modifications or revisions, and should therefore visit this page frequently to review the terms. Your continued use of the Site following OpenFashion's posting of any changes or modifications to these Terms of Use and/or Privacy Statement will constitute your acceptance of such changes or modifications. In the event that you do not agree to any changes or modifications of these Terms of Use and/or Privacy Statement, you should not continue to use the Site.

LICENSE AND SITE ACCESS

OpenFashion grants you a non-exclusive right and license to access and use the Site for personal, noncommercial purposes, other than to purchase or sell items through the Site's Storefronts Service, or to purchase items from third-party merchants accessible via links on the Site. This license does not include and strictly prohibits: any resale of the Site or its contents; any collection and use of any product listings, descriptions, or prices other than as expressly authorized herein; any derivative use of the Site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Site, including its operation, interface and contents, are covered by United States copyright laws and international laws and treaties, and may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any unauthorized commercial purpose without the express prior written consent of OpenFashion. Any unauthorized use shall immediately terminate the licenses and rights granted by OpenFashion and any Licensors hereunder, and may subject you to civil and/or criminal prosecution. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to any page of the Site so long as the link does not portray OpenFashion, its subsidiaries, affiliates, Licensors, co-brand partners and other partners or its or their respective services in a false, misleading, derogatory or otherwise offensive or damaging manner. You may not use any OpenFashion, Licensor, subsidiary, affiliate, co-brand partner, or other partner logo or other proprietary graphic or trademark as part of a link to the Site without first obtaining the express written consent of OpenFashion, the subsidiary, affiliate, co-brand partner or other partner or Licensor (as applicable).

OpenFashion does not guarantee continuous, uninterrupted or secure access to its services or the Site, and the operation of the Site may be interfered with by numerous factors outside or within OpenFashion's control.

CONTENT

OpenFashion provides a number of different services to assist you in comparison shopping for products and services on the Site. OpenFashion is paid by merchants or other third parties for listing products and services on the Site and for promotions such as featured merchants, featured products and showcases. Additionally, through the OpenFashion Storefronts Service, OpenFashion provides a venue allowing users who open member accounts through the OpenFashion Member Agreement ("Member(s)"), including both individuals and merchants, to list for sale new and used products that are described on the Site. OpenFashion receives a transaction fee from Storefronts sellers when a Member has completed the purchase of an item made available by a Member for sale on the Site.

OpenFashion does not sell, resell or license any of the products listed on the Site, nor is OpenFashion acting as an agent of sale, and OpenFashion disclaims any responsibility for, or liability related to, such products and services (see Disclaimer of Warranties and Limitation of Liability, below). Any questions, complaints or claims related to any product should be directed to the appropriate merchant or seller.

OpenFashion does not warrant that product descriptions, pricing, editorial commentary or any other content of the Site, regardless of its source, is accurate, complete, reliable, current or error-free. Site content is provided for informational purposes only and does not constitute an endorsement by OpenFashion of any product, merchant, seller, service, or any reviews or comments thereof regardless of the source of such review or comment. OpenFashion assumes no liability for inaccuracy or incompleteness in its search results, editorial content, user ratings (e.g. user merchant rating, or user product rating) or other content on the Site.

CONTENT SUBMISSION

By contributing or submitting any content to the Site, you warrant that you are the author and owner of the intellectual property rights thereto or have the appropriate license and sublicense rights from the owner, and you grant OpenFashion a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such materials and/or incorporate such materials into any form, medium or technology, and you also grant the right to OpenFashion to sublicense and any all of the foregoing rights to third parties, in all cases without compensation to you. In addition, you warrant that all "moral rights" that you may have in those materials have been voluntarily waived by you. None of the materials shall be subject to any obligation of confidence on the part of OpenFashion, its agents, subsidiaries, affiliates, Licensors, co-brand partners or other partners and their respective directors, officers, employees, agents and representatives. OpenFashion reserves the right to change, condense or delete any content on the Site that OpenFashion deems, in its sole discretion, to violate the content guidelines or any other provision of this Agreement.

You agree that you shall not post or provide any information to/for the Sites: . that is known by you to be false, inaccurate or misleading; . that infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; . that violates any law, statute, ordinance or regulation in any applicable jurisdictions (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising and privacy); . that is, or may reasonably be considered to be, defamatory, hateful, racially or religiously biased or offensive (including the use of swear words), unlawfully threatening or unlawfully harassing to any individual, partnership or corporation; . for which you were compensated or granted any consideration by any third party; . that seeks to obtain a commercial advantage; . that includes any information that references other web sites, addresses, email addresses, contact information, phone numbers or other personal information such as credit card numbers; or . that contains any computer viruses, worms or other damaging or potentially damaging computer programs or files.

In contributing or submitting any content to the Site, you agree not to use a false or misleading email address, impersonate any person or entity, or otherwise provide any misleading information as to the origin of any content that you submit. You should also note your obligations to indemnify OpenFashion (among others) for the content you submit as set forth in the indemnity section, below.

You agree that you that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the Site or any sales being conducted through the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on OpenFashion's computer systems or communications infrastructure. You agree that you will not use any software robot, spider, other automatic device or manual process to monitor or copy Site pages or the content contained therein without OpenFashion's prior written consent.

MERCHANT REVIEWS

You may submit a merchant review through the Merchant Ratings System on the Site or through the Shopper Satisfaction Survey to describe your shopping experiences with merchants. . You may submit a merchant review only in good faith and about a merchant from whom you have actually purchased or attempted to purchase products, limited to where you have (i) completed the ordering process, (ii) exchanged payment data, and/or (iii) received an invoice number. . You agree to submit the corresponding and legitimate invoice number or equivalent confirmation of order number/identifier when submitting the merchant review ("Invoice Number"). You acknowledge and agree that the Invoice Number will be made available by OpenFashion to the applicable merchant in conjunction with your review, and accordingly, the merchant may be able to contact you regarding your review or otherwise. . You may only describe your experience with the merchant for which you are writing a merchant review. You should not review any merchant on situations that are not controlled by the merchant you are reviewing. . You may submit no more than one merchant review of a particular merchant in any thirty (30) day period. . Any merchant review that you submit is subject to the conditions and restrictions described in the CONTENT SUBMISSION section, above. . You acknowledge and agree that OpenFashion may, in its sole discretion, post only the first ten (10) merchant reviews it receives from users (which may not include your review) that are related, on a case by case basis and in whole or in part, to a product or service listing error by a merchant, such as, but not limited to, an error in the price of a product(s) or a service, the number of units of a product(s) available for a certain price, the shipping rates for product(s), or inventory levels.

Upon becoming aware of the same, OpenFashion will omit any merchant review that it determines on the face of the review (only) violates any requirements in this Terms of Use or the Member Agreement. OpenFashion will not itself edit or modify the contents of a merchant review; it will only remove a review in accordance with the foregoing.

By providing the Invoice Number, you acknowledge and agree that you may be contacted by OpenFashion and/or the applicable merchant to which/whom the invoice relates. You acknowledge and agree that your review may not be displayed if the Invoice Number does not match the associated information in OpenFashion's records. A merchant may dispute the validity of an invoice identified by you and may submit a complaint to OpenFashion. This may result in OpenFashion opening a user review inquiry. During the user review inquiry, OpenFashion may, in its sole discretion, remove the contested review, and/or require additional data or proof from the user to determine whether the review should remain or be reinstated on the Site. Failure of the user to participate in the user review inquiry will result in the removal of the contested review from the Site.

In order to submit a merchant review you may be required to have a Confirmed Member Account or higher (as described in the Member Account Levels Policy available at

OTHER BUSINESSES AND LINKS TO OTHER SITES

OpenFashion may provide links to the sites of third-party merchants, affiliated companies, co-brand partners and other parties. These links are provided solely as a convenience to you, and do not constitute an endorsement by OpenFashion of the content of such third-party sites nor of the business practices of such other businesses, entities or individuals. OpenFashion is not responsible for examining or evaluating, and does not warrant or claim responsibility in any way, the products, services, offerings or business practices of any of these businesses, entities or individuals or the content of their web sites. You should carefully review their privacy statements and other conditions of use.

OpenFashion has no control over the business practices of any third-party merchant or seller, nor does it control in any way the quality, safety or legality of any item listed on the Site or any business transaction that occurs as a result of products listed on the Site.

IN THE EVENT OF A DISPUTE BETWEEN YOU AND A MERCHANT LISTED ON THE SITE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE OpenFashion, ITS SUBSIDIARIES, AFFILIATES, CO-BRAND PARTNERS OR OTHER THIRD PARTIES UNDER CONTRACT WITH OpenFashion, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LEGAL REPRESENTATIVEFROM AND AGAINST CLAIMS AND DAMAGES OF ANY KIND, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE.

If you are a California resident, by using the Site, you explicitly waive the rights granted to you under California Civil Code 1542, which states: "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."

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE SITE IS PROVIDED BY OpenFashion ON AN "AS IS" AND ON AN "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OpenFashion MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, GRAPHICS, LINKS, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON THE SITE, OR THEIR ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS. IN ADDITION, THIRD PARTIES PROVIDE SOME OF THE MATERIAL ON THE SITE; TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OpenFashion SHALL NOT BE RESPONSIBLE FOR ANY SUCH THIRD PARTY MATERIAL. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE OR ANY TRANSACTION RESULTING THEREOF IS SOLELY AT YOUR OWN RISK. OpenFashion DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE OR THE SERVICES. OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OpenFashion'S CONTROL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OpenFashion DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS REGARDING THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRICEGRABER MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES REVIEWED ON THE SITE OR BOUGHT AND/OR SOLD USING THE SITE, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED BY THEM, OR THAT THE SITE, ITS SERVERS, OR E-MAIL SENT FROM OpenFashion ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OpenFashion WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RELATED TO LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES. CERTAIN STATE LAWS IN THE UNITED STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IF YOU ARE DISSATISFIED WITH ANY OF THE CONTENTS OF THE SITE, OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, WITH OpenFashion'S PRIVACY POLICY OR ANY OTHER POLICIES OF THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE. INDEMNITY

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold OpenFashion, its subsidiaries, affiliates, co-brand partners, and other parties with which OpenFashion is under contract, and their respective officers, directors, employees and agents free and harmless from and against any claims, actions and demands, including, without limitation, any legal and accounting fees resulting from your use of the Site and/or your breach of the Terms of Use and Privacy Statement and/or Member Agreement, and/or resulting form any and all content you submit to OpenFashion and/or the Site. OpenFashion shall provide notice to you of any such claim, suit or proceeding.

GOVERNING LAW/ARBITRATION

These Terms of Use and Privacy Statement will be governed by and construed in accordance with the laws of the State of NewYork, without regard to principles of conflicts or choice of law. In addition, the application of the United Nations Convention on Contracts for the International Sale of Goods, including any amendments thereto, is expressly excluded hereby. Except for disputes arising from an alleged violation of intellectual property rights or breach of confidentiality, for which the injured party may suffer irreparable harm and may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies, and actions to enforce the decisions of the arbitrators, for which action may be taken in any court of competent jurisdiction, all disputes arising out of or related to this Agreement, including the scope, the construction or application of this Agreement, shall be resolved by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in force. The arbitration hearings and all meetings pursuant to this section shall be held in New York, NY, USA, and shall be conducted in English. If the parties cannot agree upon a single arbitrator within fifteen (15) days after demand by either of them, each party shall select one arbitrator knowledgeable about Internet commerce in New York and the USA generally, and notify the other of its selection, and such two arbitrators shall select a third from a list of arbitrators (with knowledge of the Internet industry) qualified by the American Arbitration Association in NewYork. If this procedure for selecting arbitrators fails, then a neutral arbitrator based in New York with knowledge of Internet commerce in New York and the USA generally shall be selected by the American Arbitration Association to resolve the dispute. The arbitrator(s) shall conduct a hearing within thirty (30) days after their selection. A majority of the arbitrators (if there is more than one pursuant to this clause) shall determine the decision/award, which shall be rendered within five (5) days after the completion of the hearing. The decision of the arbitrator(s) shall be final and binding upon the parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The parties shall share the expenses of the arbitrators equally. Nothing in any indemnification provision hereunder shall be construed as having any bearing on the award of attorneys' or arbitrators' fees under this section.

IP OWNERSHIP AND COPYRIGHT INFRINGEMENT

OpenFashion disclaims any responsibility for the content of any third party materials provided through or on its Site or other services ("Third Party Content"). OpenFashion will respond to notices of alleged infringement regarding Third Party Content sent pursuant to, and in accordance with, the Digital Millennium Copyright Act ("DMCA"), which may include OpenFashion removing or disabling access to Third Party Content claimed to be the subject of infringement or other activity. All notices sent to OpenFashion regarding matters other than informing OpenFashion that a party's copyrighted material may have been infringed (and relating only to Third Party Content) will not receive a response through this process.

Written notification must be submitted via the contact form.

INFRINGEMENT NOTIFICATION

To be effective, your infringement notification must include the following: 1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single web site are covered by a single notification, a representative list of such works at that web site; 3. Identification of the material (i.e., the Third Party Content) 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 OpenFashion to locate the material; 4. Information reasonably sufficient to permit OpenFashion to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted; 5. A statement, as follows: "I 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 6. A statement, as follows: "The information in this notification is accurate, and under penalty of perjury, I swear that I am the copyright owner or that I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed." Upon receipt of the written notification containing the information as outlined in 1 through 6 above: 1. OpenFashion shall remove or disable access to the Third Party Content that is alleged to be infringing; 2. OpenFashion shall forward the written notification to the alleged infringer (the "Subscriber"); 3. OpenFashion shall take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the Third Party Content.

COUNTER NOTIFICATION

To be effective, a Counter Notification must be a written communication provided to OpenFashion's Designated Agent that includes substantially the following: 1. A physical or electronic signature of the Subscriber; 2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; 3. A statement, as follows: "I swear under penalty of perjury that it is my good faith belief that the material identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled"; 4. The Subscriber's name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the Subscriber's address is located, or if the Subscriber's address is outside of the United States, for any judicial district in which OpenFashion may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person.

Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, the DMCA provides that the removed material will be restored or access re-enabled and OpenFashion will comply with this requirement within a reasonable time (or as otherwise required by law), provided OpenFashion's Designated Agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on OpenFashion's network or system.

GENERAL

If any provision of these Terms of Use and Privacy Statement or the Member Agreement is held to be invalid, void or unenforceable for any reason, such provision shall be struck and the remaining provisions shall remain enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that these Terms of Use and Privacy Statement and the Member Agreement and all agreements and notices incorporated herein may be automatically assigned by OpenFashion, in our sole discretion, to a third party. You may not assign your obligations to any other entity.

ADDRESS FOR NOTICE

Notices to OpenFashion (other than as aforementioned for Digital Millennium Copyright Act infringement notices) can be sent by accessing the contact us page.

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