Please read these terms and conditions carefully. This master terms and conditions document (the, “ Agreement ”) is a legal contract between the Client, as further identified in an order for services placed by Client under this Agreement (“ Service Order ”), and Fashion Snoops Inc., a company incorporated in the USA whose registered office is at 39 W 38th Street, 5th floor, NY, NY 10018, including its affiliates, subsidiaries and related entities, (collectively to be referred to as, “ FS ”). As used in this Agreement, the term, “you”, “your” and “Client” refers to named individual, corporation, partnership, or other business entity set forth on the Service Order. Your use of FS’s online services, online membership services, websites and related apps, including but not limited to fashionsnoops.com (the “ Service ”) for which access is being granted to Client pursuant to a Service Order, shall be governed by this Agreement. Capitalized terms not defined herein shall have the meaning ascribed to them in the applicable Service Order. Each Service Order shall incorporate by reference this Agreement and shall constitute a separate and independent contractual obligation of FS and Client. In the event of a conflict between this Agreement and any Service Order, the language of the Service Order shall prevail.
CLIENT AGREES TO THE TERMS OF THIS AGREEMENT AND TO BE BOUND HEREBY, BY (1) CLICKING A BOX INDICATING ACCEPTANCE ON THE SITE, (2) EXECUTING A SERVICE ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) SIGNING THIS AGREEMENT.
Any person who has access to the Service by virtue of being designated by the Client as an individual user of the Service (an, “ Authorized User ”) similarly agrees to be bound hereby. If you are entering into this Agreement on behalf of an educational institution, then your Authorized Users are strictly limited to students, faculty and staff; no alumni may be granted access.
Use of Services
FS grants you a, non-transferable, non-exclusive, limited right to access the Service, provided that you fully comply with this Agreement.
You agree that you will use data, materials and information that comprise the Service, including visual interfaces, text and written compositions, videos and other audiovisual works, pictorial works such as images, photographs, graphics, pictures, illustrations, and designs, audio recordings and musical compositions, compilations, reports, and any other works of authorship (“ Content ”) that you access through use of the Service, only in accordance with this Agreement and in accordance with all applicable laws.
Certain areas of the FS’s website located at fashionsnoops.com (such website address may change from time to time) ( “Site ”) may only be open to you if you are a paid subscriber to that portion of the Site(s) or will only be available for a limited period of time. Any time limit applying to your access and use of any of the Site will be set out in the Service Order.
The Content is protected by trademarks, service marks, copyrights, and other intellectual property rights owned by FS or its Content providers. You agree not to misuse in any way the Content or the Service, including any infringement of trademarks, service marks, copyrights or other intellectual property rights comprised in the Content or Service.
You agree not to use the Service for any illegal, unethical, fraudulent, misleading, or objectionable purpose or in breach of any law, regulation, or agreement, including the Privacy and Electronic Communications Regulations 2003 or other regulations regarding unsolicited email marketing.
You agree not to rent, lease, loan, sell, allow, or otherwise provide access to the Service to anyone other than Client and Authorized Users.
Changes to Sites and Availability of the Site
As part of its policy of updating and improving the Site, FS reserves the right, in its discretion, to make changes to any part of or the whole of the Site (including by way of substitution).
FS shall use its reasonable efforts to provide reliable access to the Site, provided that FS does not undertake or warrant that access to the Site will be uninterrupted. The Client shall promptly report any fault in relation to the access to the Site by telephone or electronic mail to FS at the appropriate numbers or addresses shown on the Site that FS may provide from time to time. Upon receipt of a fault report, FS will endeavor to take all reasonable steps to correct the fault. FS does not provide any technical or user support in relation to any hardware (including peripherals), software, products or services used by the Client to access the Site.
Notwithstanding any of the foregoing, the Client understands that from time to time, FS may:
temporarily suspend for the purpose of emergency repair, maintenance or improvement, all or part of the Site without notice to Client;
temporarily suspend all or part of the Site for scheduled support and maintenance, whereby, if possible, FS shall endeavor to provide notifications or reasonable notice of such suspensions to Client; and/or
vary or change the technical specification of the Site for operational or any other reason provided that there is no material detriment to the operation of the Site.
The Client acknowledges that there are special risks attached to the transmission of information by electronic, online or similar means and that FS is not responsible in any way, shape or form for the loss or corruption of information or electronic data in transmission by these means.
Registration
The Client warrants that the information the Client has listed or provided in the Service Order is accurate and complete.
To use the Site, you must register and provide FS with accurate and complete registration information.
It is your responsibility to update your payment information and registration data and promptly inform FS of any changes to your information by contacting your account manager.
FS shall assign to the Client or, at the discretion of FS, shall allow the Client to select, a username and password.
Each additional Authorized User appointed by the Client shall be assigned (or selected at the discretion of FS) a separate username and password for access to the Site; provided, however, that for educational institutions, Authorized Users are not required to register individually.
Each username and password are to be used by only one single person and not to be shared with other individuals. FS does not permit any sharing by more than one person of a username and password or for anyone to access the Site through a single name being made available to multiple users on a network.
You agree that you will not allow others to use your username and password and you are solely responsible for maintaining the confidentiality and security of your account. You agree to notify FS immediately of any known or suspected unauthorized use of your username and password. Notwithstanding the foregoing, if FS suspects that your username and password are being used by multiple users, FS reserves the right to immediately terminate your access to the Site without prior notice or charge you for such additional usage at the rates otherwise set forth in the Service Order .
Fees; Billing
Fees and Payment Date . You agree to pay to FS, the non-refundable fee for access to the Service on the payment date set forth in the Service Order. Unless otherwise stated in the Service Order, all recurring fees for the Service shall be due and payable in advance, on the first (1 st ) of the month ( “Payment Date ”) to which such Service and subscription relates to (each monthly payment to be referred as the “ Fee ” or for each applicable Term, collectively as “ Fees ”). In the event FS modifies the timing of its recurring fees such that it is no longer monthly, the term “Fee” shall be deemed to apply to each payment of such recurring fee. You acknowledge that access to the Service may be suspended or not granted until payment of any Fee is received by FS, and such access prior to payment of the Fee shall be granted at the sole discretion of FS unless otherwise stated on the Service Order. Except as otherwise specified herein or in a Service Order, (i) each Fee is based on the Service and membership access to the Site and not actual usage, (ii) except as otherwise provided in this Agreement, payment obligations are non-cancelable and Fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription Term.
Overdue Charges. In addition to FS’s remedies set forth in Article 10 hereof, any payments that remain unpaid ten (10) days after the Payment Date , then such unpaid amount due may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Such interest shall be cumulative.
Taxes. FS’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “ Taxes ”). Client is responsible for paying all Taxes associated with its purchases hereunder. If FS has the legal obligation to pay or collect Taxes for which Client is responsible under this section, FS will invoice Client and Client will pay that amount unless Client provides FS with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, FS is solely responsible for taxes assessable against it based on its income, property and employees.
Payment Information. Client will provide FS with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to FS identifying the payment and invoicing method of Client. If Client provides credit card information to FS, Client authorizes FS to charge such credit card (without providing a monthly invoice to such Client) for the recurring Fee and Service listed in the Service Order during the Initial Term and any Renewal Term as such payment timing is set forth in this section or otherwise in a Service Order. Such charges shall be made in advance, on the Payment Date (provided that any delay in invoicing to the Client (where applicable) or FS’s failure to timely charge a valid and updated credit card shall not accrue interest against the Client nor be deemed to be a breach by Client of the terms of this Agreement), or in accordance with any different billing frequency stated in the applicable Service Order. If the Service Order specifies that payment will be by a method other than a credit card, FS will invoice Client in advance of the Payment Date and otherwise in accordance with this Section 4. Client is responsible for providing complete and accurate billing and contact information to FS and notifying FS of any changes to such information. Client acknowledges and agrees that any and all invoicing can be made electronically and to an email address as provided by Client to FS.
Rate Increase. You acknowledge and agree that on or after each annual anniversary of the Effective Date of Service (such date shall be listed in the Service Order, provided that if such date is not listed, then such date shall be deemed to be the date the Client first has access to the Service) , FS shall be entitled to increase the Fee by an amount equal to 3%, without prior notification to you.
No Setoff. All Client payments of the Fee or any other recurring charges under this Agreement, any and all taxes that legally apply to Client’s Service Orders and any other amounts due hereunder shall be made without setoff against any claims or obligations which may arise between Client and FS under any other agreement or other contractual arrangement.
Other Charges. Other than the recurring Fee, Client shall be obligated to pay any other charges owed (including Taxes) under this Agreement, within thirty (30) days after FS provides Client with notice or a written invoice of such charges.
Usage of Content
With respect to Content located on the Site in the “ Graphic Library ” (but excluding any Content which is copyrighted to a third party), FS hereby grants you a non-transferable, non-exclusive, limited license to do the following, solely for your information, inspiration, research, and/or product design purposes: view, download and print such Content and create derivative works of pictorial works such as images, photographs, graphics, pictures, illustrations, and designs included within the Content and use your derivative works on or in your products; provided, however, that in the case of subscribing educational institutions and their Authorized Users, your use is limited to non-commercial, educational use only. Please note that FS disclaims all warranties in relation to such Content including any warranties of title, merchantability, or fitness for a particular purpose, and such permitted use in accordance with this Section is solely at the Client’s own risk.
Limited to Content located on the Site in the “ Graphic Library ” (but excluding any Content which is copyrighted to a third party), you as well as any Authorized User’s shall not engage in any of the following:
Incorporate Content in promotional items and products (including but not limited to greeting cards, t-shirts, postcards, posters, phone cards, credit cards, templates, CD covers, cassette covers, board games, and calendars), magazines, newspapers, advertising, editorials, catalogs, flyers, brochures, disposable packaging, book covers, and educational textbooks;
Incorporate Content in any electronic or digital materials including screensavers, electronic greeting cards, websites, broadcast video, and multimedia including film and video, and CD ROMs;
Resell Content in any form;
Incorporate the names or likenesses of individuals from Content on or in your products;
Incorporate distinctive locations, buildings, businesses, personal property or products from Content on or in your products;
Use FS or third-party trademarks, trade names or service marks on or in your products; or
Use, or permit the use of, Content or any other information on the Site for generating any statistical information which is sold, rented published, furnished or in any manner provided to a third party.
Unless prior written consent is obtained from FS or the relevant third-party Content provider, any violation by your or any Authorized User of items (i)-(vii) in this section are a material breach of this Agreement.
Distribution of Content to parties outside of the Client organization. You may provide pictorial works such as images, photographs, graphics, pictures, illustrations, and designs included within Content to your suppliers, vendors, independent contractors and consultants for the sole purpose of aiding you in connection with your product design, development, inspiration, research and manufacturing requirements only, subject to you being responsible at all times for the actions of such suppliers, vendors, independent contractors and consultants, and for the avoidance of doubt any other third parties with whom you share any Content, for any breach of the terms of this Agreement. The sharing of such works for the purposes stated in this Section is at your discretion but in no way absolves you from the full responsibilities for all terms and conditions contained within this Agreement.
You acknowledge that the Content is only for general informational purposes and does not constitute any form of advice, recommendation or arrangement by FS and is not intended to be relied upon by you in making any specific business or investment decisions. Any reliance by you upon any advice, opinion, statement or other information displayed or distributed through the Site is at your sole risk.
Any use of the Service other than as specifically permitted above is prohibited.
Your Content
You are solely responsible for any Content that you upload to the Site or transmit through the Site.
You agree that FS will not be responsible for screening, policing, editing or monitoring any Content posted, viewed, transmitted, reproduced and/or distributed by any person using the Site.
Your sharing of your Content constitutes permission for use by the recipient according to the terms of this Agreement.
Technology
You acknowledge that the software, inventions, know-how, databases, data compilations, methods, processes, designs and architecture underlying the Site (“ Technology ”) are protected by all applicable intellectual property rights. You agree that you will not (and will not allow any third parties to):
Use any device, robot, spider, other automatic software or device, or any manual process, to interfere or attempt to interfere with the proper working of the Site, or to monitor use of the Site, without FS’s prior written permission; or
Take any action that imposes an unreasonable or disproportionately large load on the Site infrastructure.
Disclaimers
THE SITE, INCLUDING CONTENT, ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY REGARDING CONTENT, SERVICES, UNINTERRUPTED ACCESS, PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SITES, RESULTS OF USE OF THE SITE OR ANY SOFTWARE LICENSED TO YOU, OR THE AVAILABILITY OR ACCURACY THEREOF. SPECIFICALLY, FS DISCLAIMS ANY WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK.
FS makes no representation or warranty that the Site or Service is suitable or fit for Client’s intended purpose. Client acknowledges that:
Client has made such investigations as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its use of the Site and Service; and
Neither FS nor FS’s agents has made any oral or written representations or warranties with respect to said matters other than as set forth in this Agreement or any Service Order.
Limitations of Liability
NEITHER FS NOR ANY OF ITS CONTENT PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THE SERVICES, INABILITY TO USE THE SITE OR ANY CONTENT ON THE SITE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOUR (INCLUDING NEGLIGENCE) OR ANY OTHER CAUSE OF ACTION. THIS LIMITATION OF LIABILITY APPLIES (BUT IS NOT LIMITED TO) ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, OR THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF CONTENT OR DATA. YOU SPECIFICALLY ACKNOWLEDGE THAT FS IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. IN NO EVENT WILL FS’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT INCLUDING BUT NOT LIMITED TO THE SERVICES, EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO FS DURING THE 12 MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION ARISES.
The obligations of FS under this Agreement shall not constitute personal obligations of the individual partners, managers or members of such party or their individual partners, directors, officers, employees, members, investors or shareholders and Client shall not seek recourse against the individual partners, managers or members of FS, or FS’s individual partners, directors, officers, employees, members, investors or shareholders, or any of their personal assets for such satisfaction.
Nothing in this Section 9 shall limit FS’s liability for death or personal injury resulting from FS’s gross negligence or for fraud or fraudulent misrepresentation.
Term of agreement; termination; duration of term; automatic renewal
This Agreement shall commence on the date that the Client accepts or signs, which may be via an electronic signature or acknowledgement on the Site, this Agreement. Except as otherwise outlined herein, this Agreement shall terminate when all Service Orders expire or are termination. The Service Order shall commence on the date listed in the Service Order, provided that if such date is not listed, then such date shall be deemed to be the date the Client first has access to the Service ( “Effective Date of Service ”), shall be for an Initial Term of twelve (12) months (“ Initial Term ”), and shall automatically renew for twelve (12) month periods thereafter (each a “ Renewal Term ”), subject to earlier termination or revocation for cause as provided herein. In the event the Service Order lists an Initial Term or Renewal Term different than what is outlined in this Section 10, the terms of the Service Order shall prevail. The Initial Term and any Renewal Term, as applicable, shall collectively be referred to as the “ Term ”. Under no circumstances will any Service Order survive the expiration or earlier termination of this Agreement. To the extent there are multiple Service Orders, and either party desires to terminate all Service Orders under this Agreement, the Term of this Agreement shall be deemed to be coterminous with the Service Order that expires the latest.
Elective Termination. Either Client or FS may effect elective termination of any Service Order, effective as of the expiration of the Initial Term or Renewal Term, as the case may be, without payment of any early termination liability or liquidated damages, by providing no less than sixty (60) days’ prior written notice of the termination to the other party, as applicable. Such written notice of termination shall be sent to support@fashionsnoops.com or any other address set forth in the Service Order.
If FS in its sole discretion permits you to continue to use the Site following expiration of the Initial Term or the Renewal Period, this Agreement shall continue to apply in respect of such use.
Either party shall be entitled to terminate a Service Order or in the case of FS, this Agreement, by providing prior written notice to the other, if either party commits any of the following:
commits a non-monetary breach of the Agreement and such breach is not cured within 14 days after receipt of such notice; or
fails to pay any outstanding charge to which the Service order relates to within thirty (30) days of the applicable Payment Date or date that such charge was otherwise due under the terms of this Agreement or Service Order; or
becomes or is declared insolvent or takes formal steps to commence bankruptcy (including the making of a bankruptcy order) or makes or proposes any composition with its creditors or the appointment of a receiver or similar officer over or in respect of some or all of its assets or takes any steps to enter into an insolvency process including without limitation the appointment of a liquidator, administrative receiver, administrator, provisional liquidator, receiver or any other office holder over or in respect of some or all of its assets or the filing of any papers at court in respect of a moratorium or the taking of any steps for dissolution or strike off.
If the Client terminates the Agreement under Section 10(d), FS shall refund to the Client the proportion of the Fee or fees paid pro-rata for the remainder of the Initial Term or the Renewal Period, as the case may be.
If FS terminates this Agreement or suspends your account for any of the reasons set forth in Section 10(d), FS will not refund any amounts that you have previously paid. Further, FS may, without limiting its other rights and remedies, accelerate Client’s unpaid Fee obligations through the applicable Initial Term or Renewal Term so that all such obligations become immediately due and payable, and suspend Services and access to the Site until such amounts are paid in full.
Upon any expiration or termination of this Agreement, all rights and licenses granted herein shall terminate, except that you may continue to manufacture and sell products that incorporate Content in accordance with this Agreement and that were designed prior to such expiration or termination; provided that the foregoing rights shall not apply if you are a subscribing educational institution or Authorized User thereof. The provisions of sections 8, 9, 10, 12, 13, and any right or obligation of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
These remedies are in addition to any other remedies that FS may have at law or in equity.
How we may use your personal information
FS will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of electronic data and information submitted by or for Client to the Site, excluding Content (“ Client Data ”). Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Client Data (other than by Client or Authorized Users).
Confidentiality .
Confidentiality. “ Confidential Information ” shall mean the content of any related documents, and any and all technical and non-technical information that is provided by one party or its subsidiaries or affiliates to the other party or such other party’s subsidiaries or affiliates, whether in graphic, electronic, written or oral form: (a) that is identified by the disclosing party as being proprietary and/or confidential; or (b) that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be recognized by the receiving party as confidential or proprietary and treated as such. Each party agrees that (i) Confidential Information is confidential and constitute proprietary information of the parties and (ii) it shall not disclose, and it shall cause its customers, sub-licensees, partners, officers, directors, shareholders, employees, brokers, auditors and attorneys to not disclose any Confidential Information to any other person without first obtaining the prior written consent of the other party; provided, however, the parties shall have no obligation to maintain the confidentiality of information that: (i) it received rightfully from another party without restrictions on disclosure prior to its receipt from the disclosing party; (ii) is or becomes available to the public through no breach of this Agreement or was in the public domain at the time it was communicated to the receiving party by the disclosing party through no breach of an obligation of confidentiality to the disclosing party; (iii) is approved for release by the disclosing party, but only to the extent of such authorization; or (iv) is independently developed by the receiving party or was in the receiving party’s possession free of any obligation of confidentiality at the time it was communicated to the receiving party. Additionally, each party shall have the right to disclose, without the other party’s consent, Confidential Information to the extent required, but only to the extent required (i) for valid business and accounting purposes (“ Business Disclosures ”), and/or (ii) if advisable under any applicable securities or other laws regarding public disclosure of business information and/or as required by law or any court ruling (“ Legal Disclosures ”, and together with the Business Disclosures, the “ Permitted Disclosures ”). For the avoidance of doubt, with respect to a Permitted Disclosure by FS or Client, such Permitted Disclosures shall (i) be limited to the Confidential Information required to be disclosed, and all Confidential Information shall be excluded from the disclosure or appropriately redacted, (ii) in the case of Business Disclosures, the disclosing party shall make such Business Disclosure subject to a confidentiality agreement or other undertaking from the receiving party to keep such information confidential, and (iii) in the case of Legal Disclosures the disclosing party shall, prior to making such disclosures (A) notify the other party in writing, and (B) if timely requested by the other party, use all reasonable efforts and cooperate with the other party to obtain confidential treatment of such applicable Legal Disclosure.
General provisions.
Governing Law; Disputes; severability . THIS AGREEMENT SHALL BE IN ALL RESPECTS GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF NEW YORK STATE, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. The parties submit to the exclusive jurisdiction of the courts of New York, New York and any courts competent to hear appeals from those courts. If any term or provision of this Agreement is determined to be illegal, unenforceable or invalid in whole or in part, for any reason, such illegal, unenforceable or invalid provision or part (i) shall be stricken from this Agreement and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement, which shall remain in full force and effect; and (ii) the invalid or unenforceable term or provision shall be replaced by a term or provision that is valid and enforceable and that comes closes to effectuating the intention of such invalid or unenforceable term or provision.
International Use . You agree to comply with all local rules of your country regarding online Conduct and acceptable Content. Please note that information published on the Site may refer to products, programs or services that are not available in your country.
Notices . Except as otherwise set forth herein, all notices required or permitted to be given pursuant to this Agreement to the Client shall be sent by e-mail to the Client’s designated email address(es) contained in the Service Order or as otherwise agreed in writing between the parties. All notices required or permitted to be given pursuant to this Agreement to FS shall be sent by e-mail to: notices@fashionsnoops.com . Such notices shall be deemed effective one (1) day from transmission if made on a Business Day, and if not, then on the next occurring Business Day.
Indemnity . The Client agrees to indemnify and hold FS and its employees, agents, officers, directors and other representatives harmless from and against all costs, losses, liabilities and expenses (including legal fees) which FS may suffer or incur, in connection with or arising from Client’s or any of the Client’s Authorized Users’ breach of this Agreement, use of the Site, use of Content or unauthorized use of Client’s or any Authorized User’s user name or password as applicable.
Assignment . You may not assign, sub-license or otherwise transfer any of your rights or obligations under this Agreement, by operation of law or otherwise.
Force Majeure
“ Force Majeure” means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Agreement and includes, but is not limited to war, terrorism, riot or civil commotion, strikes, lock outs or other industrial action, acts of or restrictions imposed by government or public authority, a party becoming at risk of, or being placed on, a sanctions list or becoming a “designated person” on such sanctions list, failures of supply of services, explosion, fire, flood, natural disaster and breakdown or failure of equipment. Notwithstanding the foregoing, Client’s failure to make a payment of money, or any other event that derives from Client’s lack of funds, shall not constitute Force Majeure for purposes hereof.
Except with respect to payment obligations, a party will not be liable if delayed in or prevented from performing its obligations under the Agreement due to Force Majeure, provided that it promptly notifies the other of the Force Majeure. If, due to Force Majeure, a party is unable to perform a material obligation and/or is delayed in or prevented from performing its obligations for a continuous period of more than 30 days, either party may terminate the Agreement on notice.
Modifications to terms and conditions.
FS reserves the right to modify this Agreement (including those relating to your use of the Content). Any modification is effective upon posting to the Site or upon distribution to Client via e-mail or conventional mail, whichever is earlier.
Your continued use of the Service following the effective date of notice of any modification(s) to this Agreement shall be deemed an acceptance of all such modifications.
Compliance with Laws .
During the term of this Agreement, Client shall at all times conduct its business in a reputable manner and shall comply with all federal, state and municipal laws, rules, regulations and codes of ethics that are binding upon or applicable to Client or Client’s business.
Export Compliance . The Service, Content, other FS technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. FS and Client each represent that it is not named on any U.S. government denied-party list. Client will not permit any Authorized User to access or use any Service, the Site, or Content in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
Anti-Corruption . Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
Each individual executing this Agreement represents and warrants that they are authorized to sign this Agreement on behalf of Client. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. There are no third-party beneficiaries under this Agreement
Interpretation . Sections and sub-section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. The words “include” and “including” are illustrative and not limiting.
The official version of this Agreement is in the English language. Any translations of this Agreement (if applicable) are provided merely for the convenience of the customer and shall not be legally binding. In the event of any conflict between the English language version and any translations, the English version will prevail.
In consideration of the licenses granted in this Agreement, the Client hereby gives FS permission to:
use the Client’s name and logo in FS marketing material including publication on a FS website; and
extract publicly available data from the Client’s website and use and reproduce such publicly available data within FS’s products and services available to its customers. For the avoidance of doubt, the Client shall not block FS from extracting data or unreasonably rate limit FS in relation to such extraction.
Copyright Compliance.
If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Site infringes your copyrights, you may submit a notification by providing FS with the following information in writing to support@fashionsnoops.com:
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 copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works at the 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 FS to locate the material;
Information reasonably sufficient to permit FS 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;
A statement that the complaining party has 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 the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You acknowledge that if you fail to comply with all of these requirements, your notice may not be valid.