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
(Terms). You warrant that you have read and understood these Terms
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.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.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
(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
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
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.
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.
3.1 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
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
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
(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;
(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.
5.1 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
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
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.
6.1 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.
7.1 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.
9.1 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,
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."
10.1 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
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.
11.1 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
(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).
13.1 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
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:
Updated: July 1st, 2016