I. ABOUT THE SERVICES

1. Overview. FASHIONPHILE provides an online destination for buying and selling authentic, pre-owned luxury handbags and accessories.

2. Privacy Policy. Our privacy practices in operating the Services are described in our Privacy Policy located at https://www.fashionphile.com/privacy/page (“Privacy Policy”). Please review the Privacy Policy to learn about:

• what information we may collect about you;
• what we use that information for;
• what third party information, if any, you are agreeing to share by using the Services; and
• with whom we share that information.

3. Seller Terms and Conditions. Our terms and conditions governing your sale of goods on the Services are described in our Seller Terms and Conditions located at https://www.fashionphile.com/seller-terms-and-conditions/page (“Seller Terms and Conditions”), which are incorporated herein by reference. Please review the Seller Terms and Conditions to learn about terms and conditions relating to:

• authenticity of goods and cancellation of sales;
• consignment fees, prices, and discounting;
• contract terms for the sale of goods; and
• payments for goods.

4. Return Policy. Our terms and conditions governing your return of goods on the Services are described in our Return Policy located at https://help.fashionphile.com/s/returns (“Return Policy”), which are incorporated herein by reference. Please review the Return Policy to learn about terms and conditions relating to:

• shipping of returns;
• returns or cancellations of FASHIONPHILE Reserve Luxury Layaway purchases;
• item condition and tag requirements for returns; and
• payments for returns.

5. Shipping Policy. Our terms and conditions governing your shipping of goods on the Services are described in our Shipping Policy located at https://help.fashionphile.com/s/shipping-policy (“Shipping Policy”), which are incorporated herein by reference. Please review the Shipping Policy to learn about terms and conditions relating to:

• inbound and outbound shipping of goods;
• delivery policies; and
• order changes.

6. FASHIONPHILE Reserve Luxury Layaway Terms and Conditions. Our terms and conditions governing our FASHIONPHILE Reserve Luxury Layaway program on the Services are described in our FASHIONPHILE Reserve Luxury Layaway Terms and Conditions located at https://www.fashionphile.com/c/layaway (“Reserve Terms and Conditions”), which are incorporated herein by reference. Please review the Reserve Terms and Conditions to learn about terms and conditions relating to:

• down payments;
• payments schedules and methods; and
• cancellations and other policies.

7. FASHIONPHILE Partners Terms and Conditions. Our terms and conditions governing our FASHIONPHILE Partners program on the Services are described in our FASHIONPHILE Partners Terms & Conditions located at https://www.fashionphile.com/partners-program/page ("FASHIONPHILE Partners Terms and Conditions"), which are incorporated herein by reference. Please review the FASHIONPHILE Partners Terms and Conditions about terms and conditions relating to:

• eligibility;
• returns and other policies.

8. White Glove Service Terms and Conditions. Our terms and conditions governing our FASHIONPHILE White Glove Service program on the Services are described in our FASHIONPHILE White Glove Service Terms & Conditions located at https://help.fashionphile.com/s/white-glove-terms-and-conditions (“FASHIONPHILE White Glove Service Terms and Conditions”), which are incorporated herein by reference. Please review the FASHIONPHILE White Glove Service Terms and Conditions about terms and conditions relating to:

• contract terms;
• payment for goods;
• returns and other policies.

II. ACCOUNT REGISTRATION

1. Registration. To register an account on the Services, you must be able to form legally binding contracts (for example, you cannot use the Services if you are under 18 years old or the age of legal majority in your jurisdiction).
   You do not need to create an account on the Services (a “User Account”) to use the public features of the Services, however, you do need a User Account to receive new item and discount alerts, use account balances towards purchases of goods, manage and make FASHIONPHILE Reserve Luxury Layaway payments, add items to your product wish list, and manage shipping and tracking information. You may create a User Account by completing the registration process set forth on the Website. You are responsible for providing and maintaining current your accurate contact information, which may include name, email address, shipping address, phone number, payment information, and other account information. Telephone calls and email correspondence with FASHIONPHILE may be recorded or monitored. It is a violation of these Terms of Use to create multiple accounts.


2. Authorized Users. You are the sole authorized user of your User Account. You are responsible for maintaining the confidentiality of any password and account name/number provided by you or FASHIONPHILE for accessing the Services. You are solely and fully responsible for all activities that occur under your password or account. FASHIONPHILE has no control over the use of your or any user’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will cease all use and contact FASHIONPHILE immediately by emailing us at [email protected].

III. TERMS APPLICABLE TO THE SERVICES

1. License to Use Services. Subject to your compliance with these Terms of Use, FASHIONPHILE hereby grants to you, a personal, nonexclusive, nontransferable, revocable, limited license (without the right to sublicense) to access and use the Services (including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any documentation) solely on computers and devices that you own or control, and subject to the limitations set forth below. These Terms of Use are limited to the intellectual property rights of FASHIONPHILE and its affiliates and licensors and do not include any rights to other patents or intellectual property. We reserve any and all rights not expressly granted to you pursuant to these Terms of Use. The limited rights granted to you to access and use the Services comprise a limited license and do not constitute the sale of any software program.
2. Use of the App. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App or the Services. WE DO NOT GUARANTEE THAT THE APP OR THE SERVICES CAN BE ACCESSED AND USED ON ANY PARTICULAR DEVICE OR WITH ANY PARTICULAR SERVICE PLAN. WE DO NOT GUARANTEE THAT THE APP OR THE SERVICES WILL BE AVAILABLE IN, OR THAT ORDERS FOR PRODUCTS CAN BE PLACED FROM, ANY PARTICULAR GEOGRAPHIC LOCATION. As part of the Services and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you outside or inside the App (“Push Messages”). You acknowledge that, when you use the App or the Services, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App or the Services, including your receipt of Push Messages from FASHIONPHILE. YOU ARE SOLELY RESPONSIBLE FOR ANY FEE, COST OR EXPENSE THAT YOU INCUR TO DOWNLOAD, INSTALL AND/OR USE THE APP OR THE SERVICES ON YOUR MOBILE DEVICE, INCLUDING FOR YOUR RECEIPT OF PUSH MESSAGES FROM FASHIONPHILE.
3. Mobile Software from the Apple App Store. The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of the Terms of Use are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to the App from the Apple App Store. You acknowledge and agree that these Terms of Use are solely between you and FASHIONPHILE, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and FASHIONPHILE acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and FASHIONPHILE acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, FASHIONPHILE, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. You must comply with applicable third party terms of agreement when using the App. You and FASHIONPHILE acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as they relate to your license of the App, and that, upon your acceptance of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.
4. Use Restrictions. (a) You agree that: (i) you will not use the Services if you are not fully able and legally competent to agree to these Terms of Use, (ii) you will only use the Services for lawful purposes, (iii) you will not use the Services for sending or storing any unlawful material or for fraudulent purposes or to engage in any illegal, offensive, indecent or objectionable conduct, (iv) you will not use the Services to advertise, solicit or transmit commercial advertisements, including “spam”, (v) you will not use the Services to cause nuisance, annoyance or inconvenience, (vi) you will not impair the proper operation of the network, (vii) you will not try to harm the Services in any way whatsoever, (viii) you will not copy, or distribute the Services or other content without written permission from FASHIONPHILE, (ix) you will only use the Services for your own use and will not resell it to a third party, (x) you will keep secure and confidential your account password or any identification we provide you which allows access to the Services, and (xi) you will provide us with whatever proof of identity we may reasonably request.
   (b) You agree to protect the Services, and their proprietary content, information and other materials, from any unauthorized access or use, and you agree that you will not use the Services or such proprietary content, information or other materials except as expressly permitted herein or expressly authorized in writing by FASHIONPHILE. Except as specifically permitted herein or expressly authorized in writing by FASHIONPHILE, you agree that you will not directly or indirectly: (i)distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Services in any unauthorized manner, including but not limited to by trespass or burdening network capacity, (ii) use the Services in any service bureau arrangement, (iii)copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Services, any updates, or any part thereof in any form or manner or by any means, (iv) harvest or scrape any content or data from the Services, or (v) permit any third party to engage in any of the acts described in clauses (i) through (iv).
   
   You further understand and agree that you arenot permitted to: (w) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Services, (x) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Services, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Services), (y) use any means to discover the source code of any portion of the Services, or (z) otherwise circumvent any functionality that controls access to or otherwise protects the Services. Any attempt to do any of the foregoing is a violation of the rights of FASHIONPHILE and its licensors. If you breach these restrictions, you may be subject to prosecution and damages. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that FASHIONPHILE is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using the Services.
5. User Content License Grant. As a condition of your use of the Services, you hereby grant to FASHIONPHILE a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable license to access, use, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative work from any content that you upload, publish, submit or transmit to be made available through the Services (“Your Content”). By submitting Your Content through the Services, you represent and warrant (a) that you own or otherwise control all of the rights to Your Content, including without limitation, all copyrights, (b) that Your Content is accurate, and (c) that use of Your Content does not violate these Terms of Use or the Privacy Policy and will not cause injury to any person or entity. We take no responsibility and assume no liability for any content or materials submitted or posted through the Services by you or any third party. WE RESERVE THE RIGHT TO REMOVE ANY CONTENT, MATERIAL, OR SUBMISSION FOR ANY REASON, INCLUDING IF WE DETERMINE IN OUR SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING ON THE WEBSITE OR SERVICES.
6. Third Party Services and Materials. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that FASHIONPHILE is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. FASHIONPHILE does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third party Services, Third Party Materials or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
   Third party services and Third Party Materials that may be accessed from, displayed on or linked to from the Services are not available in all languages or in all countries. FASHIONPHILE makes no representation that any third party services and Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to access such services or Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.

IV. FEES AND PAYMENTS

1. Payments. You acknowledge and agree that all information you provide with regards to a purchase, including, without limitation, credit card, debit card, PayPal, or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any credit card you provide when completing a transaction. We reserve the right, with or without prior notice, to (a) discontinue or limit the available quantity of any product or aspect of the Services and (b) refuse to allow any user to purchase a product or deliver any product to a user.
   When you purchase products through the Services, you (a) agree to pay the price for such products set forth in the Services, all shipping and handling charges (if any), and all applicable taxes and customs fees in connection with your purchase (the “Full Purchase Amount”) and (b) authorize FASHIONPHILE to charge your credit card or other payment method for the Full Purchase Amount. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable.
   Payment can be made by credit card, debit card, through PayPal, with existing account balances, or other means that we may make available. Orders will not be processed until payment has been received in full, and any holds on your account by PayPal or any other payment processor are solely your responsibility.
2. Changes to Products and Pricing. FASHIONPHILE may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any products sold or services offered through the Services. The inclusion of any products or services through the Services at a particular time does not imply or warrant that these products will be available at any other time. We reserve the right to change prices for products displayed on the Services, or the Services, at any time, and to correct pricing errors that may inadvertently occur. All such changes shall be effective immediately upon posting of such new product prices to the Services and/or upon making the customer aware of the pricing error.
3. Shipment of Products. Title and risk of loss for any purchases of physical products pass to you upon our delivery to our carrier. We reserve the right to ship partial orders (at no additional cost to you), and the portion of any order that is partially shipped may be charged at the time of shipment. All orders are shipped using one of our third-party couriers. Online tracking may be available at our courier’s website (for example, UPS), though we make no warranties regarding its availability because it is not under our control. While deliveries may be scheduled for a specified arrival, we cannot guarantee delivery by any specific time. For domestic U.S. orders only, you may change or update your shipping address after you have checked out and completed your order. You acknowledge and agree that if you choose to do so: (i) you assume all responsibility and liability for loss or non-delivery of the item(s) (“Loss”), (ii) Fashionphile expressly disclaims any and all liability with respect to such change and/or any Loss, and (iii) you waive and hold harmless Fashionphile and its affiliates, licensees, and service providers from any claims resulting therefrom.
4. No Delivery to Children. In furtherance of our policy of not collecting personal information from persons under the age of 18, users are not allowed to give FASHIONPHILE the personal information of any persons under the age of 18 for delivery or shipping purposes or any other reason.

V. Disclaimer of Warranties & Limitation of Liability

1. Disclaimer. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR YOUR USE OF THE SERVICES, INCLUDING INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY MATERIALS, THIRD PARTY SOFTWARE OR SERVICES) ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND FASHIONPHILE HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES (INCLUDING THE USE, PERFORMANCE AND SUPPORT THEREOF), EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTERFERENCE WITH ENJOYMENT, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. FASHIONPHILE DOES NOT WARRANT THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (C) THAT THE SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE, OR (D) DEFECTS IN THE SERVICES WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY FASHIONPHILE OR ITS AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FASHIONPHILE OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
2. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL FASHIONPHILE BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OF USE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS OF USE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF FASHIONPHILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. FASHIONPHILE’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU IN CONNECTION WITH EITHER THE PURCHASE OF GOODS VIA THE SERVICES OR FOR USE OR SALE OF GOODS VIA THE SERVICES. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
3. Essential Terms. You agree that the above limitations of liability together with the other provisions in these Terms of Use that limit liability are essential terms of these Terms of Use and that FASHIONPHILE would not be willing to grant you the rights set forth in these Terms of Use but for your agreement to the above limitations of liability. You are agreeing to these limitations of liability to induce FASHIONPHILE to grant you the rights set forth in these Terms of Use.
4. Indemnification. By entering into these Terms of Use and using the Services, you agree that you shall defend, indemnify and hold FASHIONPHILE, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of these Terms of Use or any applicable law or regulation, (b) your violation of any rights of any third party, (c) any unauthorized use of the Services, or (d) your negligence or willful misconduct.

VI. Ownership

1. Intellectual Property. The Services and their content, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under intellectual property, copyright, trademark and other laws. You acknowledge and agree that FASHIONPHILE and/or its licensors own all right, title and interest in and to the Services (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of FASHIONPHILE’s (or its licensors’) patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms of Use. You acknowledge and agree that the features and functionality of the Services, and all software, content, data, information and materials contained therein are the confidential and proprietary information of FASHIONPHILE (or its licensors), and accordingly you agree to (a) maintain the confidentiality of such information using reasonable efforts and care (but in no event less than the same efforts and care you use to protect your own confidential and proprietary information) and not disclose such information to any third party without the prior written consent of FASHIONPHILE and (b) only use such information for the purposes of using the Services provided by FASHIONPHILE hereunder.
2. Feedback. Any and all (a) suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to FASHIONPHILE by you (collectively “Feedback”) and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by FASHIONPHILE or otherwise relating to the Services (collectively, “Revisions”), are and will remain the property of FASHIONPHILE. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of FASHIONPHILE and FASHIONPHILE may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to FASHIONPHILE any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. At FASHIONPHILE’s request, you will execute any document, registration or filing required to give effect to the foregoing assignment.

VII. GOVERNING LAW/DISPUTE RESOLUTION/ARBITRATION

In the event of a dispute, you and FASHIONPHILE agree to try to resolve it informally first. If it’s not resolved 60 days later, we agree to arbitrate the claim, instead of going to court. You may opt-out of arbitration within 30 days of accepting these Terms of Use.

You agree to resolve disputes with FASHIONPHILE through binding arbitration, except as described in this section VII (“Arbitration Clause”). The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action, except as described in Section VII(g). You may opt-out of this Arbitration Clause under Section VII(k).

1. COVERED DISPUTES. YOU AND FASHIONPHILE AGREE THAT ANY DISPUTE OR CLAIM BETWEEN YOU AND FASHIONPHILE ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE WEBSITE (A “DISPUTE”) WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT. A DISPUTE INCLUDES ANY CLAIM OR DISPUTE RELATING TO THE WEBSITE, ACCESS AND USE THEREOF, YOUR ACCOUNT, OR ANY ASPECTS OF YOUR RELATIONSHIP OR TRANSACTIONS WITH FASHIONPHILE. A DISPUTE ALSO INCLUDES ANY CLAIMS OR DISPUTES THAT AROSE FROM OR INVOLVE FACTS THAT OCCURRED BEFORE THE EFFECTIVENESS OF THE AGREEMENT AND CLAIMS THAT MAY ARISE AFTER ITS TERMINATION. FOR CLARITY, NOTHING IN THIS ARBITRATION CLAUSE PREVENTS EITHER PARTY FROM SETTLING ANY DISPUTE(S) ON A CLASS-WIDE, BATCH-WIDE OR OTHER MULTIPARTY BASIS.
2. EXCEPTIONS TO ARBITRATION. THIS ARBITRATION CLAUSE DOES NOT REQUIRE ARBITRATION OF THE FOLLOWING TYPES OF CLAIMS BROUGHT BY EITHER YOU OR FASHIONPHILE:
   1. small claims court actions, if the requirements of the court are met and the claims are only on an individual basis
   2. claims relating to intellectual property rights, such as trademarks, trade dress, domain names, trade secrets, copyrights and patents; and
   3. claims for public injunctive relief as allowed and interpreted by applicable law
3. INFORMAL DISPUTE RESOLUTION FIRST. LIKE YOU, WE WANT TO RESOLVE DISPUTES WITHOUT RESORTING TO ARBITRATION. IF YOU HAVE A DISPUTE WITH US, BEFORE INITIATING ARBITRATION, YOU AGREE TO SEND AN INDIVIDUALIZED REQUEST (“PRE-ARBITRATION DEMAND”) TO [[email protected]] SO THAT WE CAN WORK TOGETHER TO RESOLVE THE DISPUTE. This Section VII(c) is a condition precedent to commencing arbitration. The arbitrator will dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.
   1. A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all.
   2. The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your dispute; and (iv) your signature.
   3. Likewise, if FASHIONPHILE has a Dispute with you, FASHIONPHILE will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your account.
   4. If the Dispute is not resolved within sixty (60) calendar days of when either you or FASHIONPHILE submitted a Pre-Arbitration Demand, an arbitration can be brought.
   5. This Section VII(c) does not apply to claims brought under the exception to arbitration in Section VII(b).
   6. If, contrary to this provision, a party prematurely files an arbitration demand, the parties agree that the arbitration provider must hold those demands in abeyance.
4. ARBITRATION PROCEDURE. IF, AFTER COMPLETING THE INFORMAL PROCESS IN SECTION VII(C), EITHER YOU OR FASHIONPHILE WISHES TO INITIATE ARBITRATION, THE INITIATING PARTY MUST SERVE THE OTHER PARTY WITH A DEMAND FOR ARBITRATION. ANY DEMAND FOR ARBITRATION BY YOU WILL BE SENT TO THE FASHIONPHILE ADDRESS IN SECTION VII(C). FASHIONPHILE WILL SEND ANY ARBITRATION DEMAND TO THE EMAIL ADDRESS ASSOCIATED WITH YOUR FASHIONPHILE ACCOUNT OR TO YOUR COUNSEL, IF ANY. YOU AND FASHIONPHILE AGREE THAT THE FEDERAL ARBITRATION ACT (“FAA”) GOVERNS THIS ARBITRATION CLAUSE. IF THE FAA CANNOT APPLY, THEN THE STATE LAWS GOVERNING ARBITRATION PROCEDURES WHERE YOU RESIDE APPLY.
   1. The arbitration will be administered by the American Arbitration Association (“AAA”) under its operative Commercial Arbitration Rules, including its Mass Arbitration Supplementary Rules, available at https://www.adr.org/Rules. This Arbitration Clause will govern to the extent it conflicts with the arbitration provider’s rules.
   2. If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a AAA arbitrator will be appointed to resolve that dispute.
   3. Arbitration hearings will take place through videoconferencing, unless you and FASHIONPHILE agree upon another location in writing. A single arbitrator will be appointed.
   4. The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction over the dispute. An arbitration award will have no preclusive effect in another arbitration or court proceeding involving FASHIONPHILE and a different individual. The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether this Arbitration Clause is applicable, unconscionable, or enforceable, as well as any defenses to arbitration. However, a court has exclusive authority to rule on the Class Action Waiver in Section VII(f), including any claim that the section is unenforceable, illegal, void or voidable, or that it has been breached.
   5. If a request to proceed in small claims court (see Section VII(b)), is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration will be administratively closed. Any controversy over the small claims court’s jurisdiction will be determined by the small claims court.
5. JURY TRIAL WAIVER. YOU AND FASHIONPHILE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. YOU AND FASHIONPHILE ARE INSTEAD ELECTING THAT ALL DISPUTES WILL BE RESOLVED BY ARBITRATION UNDER THIS ARBITRATION CLAUSE, EXCEPT AS SPECIFIED IN SECTION VII(B) ABOVE. COURT REVIEW OF AN ARBITRATION AWARD IS SUBJECT TO VERY LIMITED REVIEW. DISCOVERY MAY BE LIMITED IN ARBITRATION, AND PROCEDURES ARE MORE STREAMLINED THAN IN COURT.
6. CLASS ACTION WAIVER. YOU AND FASHIONPHILE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION VII(G) BELOW, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.
   1. The parties hereby waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis.
   2. Subject to this Arbitration Clause, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief to the party’s individual claim.
   3. Notwithstanding anything to the contrary in this Arbitration Clause, if a court decides, in a final non-appealable decision, that the limitations of this Section VII(f) are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and FASHIONPHILE agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and will be pursued in the courts specified in Section VII(d).
7. BATCH PROCEEDINGS. TO INCREASE THE EFFICIENCY OF ADMINISTRATION AND RESOLUTION OF ARBITRATIONS, YOU AND FASHIONPHILE AGREE THAT IF 25 OR MORE SIMILAR ARBITRATION DEMANDS (THOSE ASSERTING THE SAME OR SUBSTANTIALLY SIMILAR FACTS OR CLAIMS, AND SEEKING THE SAME OR SUBSTANTIALLY SIMILAR RELIEF), PRESENTED BY OR WITH THE ASSISTANCE OR COORDINATION OF THE SAME LAW FIRM(S) OR ORGANIZATION(S), ARE FILED WITHIN A ONE HUNDRED AND EIGHTY (180) DAY PERIOD (“MASS FILING”), THE PARTIES AGREE:
   1. to administer the Mass Filing in batches of 25 demands per batch (or less, if fewer than 25 remain) (“Batch Proceedings”) with only one batch filed, processed, and adjudicated at a time;
   2. to designate one arbitrator for each batch;
   3. to accept applicable fees, including any related fee reduction determined by AAA in its discretion or in accordance with its applicable rules;
   4. that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 25 is filed, processed, and adjudicated;
   5. that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by FASHIONPHILE and the claimants, will only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and
   6. that the staged process of batched proceedings, with each set including 25 demands, will continue until each demand (including your demand) is adjudicated or otherwise resolved.
   7. Any statutes of limitation, including the requirement to file within one (1) year in Section VII(j) below, will remain tolled while any arbitration demands are held in abeyance. While the Batch Proceedings are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration will be due from either party to the arbitration provider.
   8. All parties agree that arbitration demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario, raise the same or similar legal issues and seek the same or similar relief. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (1) whether the Batch Proceeding process is applicable or enforceable, (2) whether particular demand(s) are part of a Mass Filing, and (3) whether demands within a Mass Filing were filed in accordance with this Arbitration Clause, including Section VII(c).
   9. To expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may provide and use any procedures necessary to resolve the dispute promptly. FASHIONPHILE will pay the Administrative Arbitrator’s costs.
   10. The parties will work in good faith with the arbitrator to complete each Batch Proceeding within one hundred and twenty (120) calendar days of its initial pre-hearing conference. The parties agree that the Batch Proceeding process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings.
   11. This Batch Proceedings provision will in no way be interpreted as increasing the number of claims necessary to trigger the applicability of AAA’s Mass Arbitration Supplementary Rules, or authorizing class arbitration of any kind. Unless FASHIONPHILE otherwise consents in writing, FASHIONPHILE does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section VII(g).
8. SETTLEMENT. AT LEAST TEN (10) CALENDAR DAYS BEFORE THE DATE SET FOR THE ARBITRATION HEARING, YOU OR FASHIONPHILE MAY SERVE A WRITTEN OFFER OF JUDGMENT UPON THE OTHER PARTY TO ALLOW JUDGMENT ON SPECIFIED TERMS. IF THE OFFER IS ACCEPTED, THE OFFER WITH PROOF OF ACCEPTANCE WILL BE SUBMITTED TO THE ARBITRATION PROVIDER, WHO WILL ENTER JUDGMENT ACCORDINGLY. IF THE OFFER IS NOT ACCEPTED BEFORE THE EARLIER OF THE ARBITRATION HEARING OR THIRTY (30) CALENDAR DAYS AFTER IT IS MADE, IT WILL BE DEEMED WITHDRAWN, AND CANNOT SERVE AS EVIDENCE IN THE ARBITRATION. IF AN OFFER MADE BY ONE PARTY IS NOT ACCEPTED BY THE OTHER PARTY, AND THE OTHER PARTY FAILS TO OBTAIN A MORE FAVORABLE AWARD, THE OTHER PARTY WILL NOT RECOVER THEIR POST-OFFER COSTS AND WILL PAY THE OFFERING PARTY’S COSTS FROM THE TIME OF THE OFFER.

   The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms. For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

9. ARBITRATION COSTS. EXCEPT AS PROVIDED FOR IN A MASS FILING UNDER SECTION VII(G), YOUR RESPONSIBILITY TO PAY ANY FILING, ADMINISTRATIVE, AND ARBITRATOR COSTS WILL BE SOLELY AS SET FORTH IN THE APPLICABLE ARBITRATION PROVIDER’S RULES.
10. 18-MONTH FILING DEADLINE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER STATUTE OF LIMITATIONS, ANY CLAIM OR CAUSE OF ACTION UNDER THIS ARBITRATION CLAUSE (WITH THE EXCEPTION OF DISPUTES UNDER SECTION VII(B)(II) OR (III)) MUST BE FILED WITHIN EIGHTEEN (18) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE. OTHERWISE, THAT CLAIM OR CAUSE OF ACTION WILL BE PERMANENTLY BARRED. THE STATUTE OF LIMITATIONS AND ANY ARBITRATION COST DEADLINES REMAIN TOLLED DURING THE REQUIRED INFORMAL PROCESS UNDER SECTION VII(C) ABOVE.
11. OPT-OUT . YOU MAY REJECT THIS ARBITRATION CLAUSE AND OPT OUT OF ARBITRATION BY SENDING AN EMAIL TO [[email protected]] WITHIN THIRTY (30) CALENDAR DAYS OF FIRST ACCEPTING THESE TERMS. IF YOU HAVE AN ACCOUNT, YOUR OPT-OUT NOTICE MUST BE SENT FROM THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT. NO ONE MAY OPT-OUT ANOTHER PERSON. YOUR NOTICE TO OPT-OUT MUST INCLUDE YOUR FIRST AND LAST NAME, ADDRESS, THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT (IF YOU HAVE AN ACCOUNT), AND A CLEAR STATEMENT THAT YOU DECLINE THIS ARBITRATION CLAUSE.
12. SEVERABILITY. EXCEPT AS PROVIDED IN SECTION VII(F) ABOVE, IF ANY PROVISION OF THIS ARBITRATION CLAUSE IS FOUND TO BE ILLEGAL OR UNENFORCEABLE, THEN THAT PROVISION WILL BE SEVERED. THE REMAINING PROVISIONS WILL STILL APPLY AND WILL BE INTERPRETED TO ACHIEVE THE CLOSEST POSSIBLE INTENT TO THE ORIGINAL INTENT OF THIS SECTION, INCLUSIVE OF THE SEVERED PROVISION.
13. GOVERNING LAW; FORUM. THESE TERMS OF SERVICE ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT RESORT TO ITS CONFLICT OF LAW PROVISIONS. SUBJECT TO SECTION VII (DISPUTE RESOLUTION), YOU AND WE AGREE TO ONLY BRING DISPUTES AND ANY OTHER LEGAL PROCEEDING IN THE STATE AND FEDERAL COURTS LOCATED IN SAN DIEGO, CALIFORNIA. YOU AND WE CONSENT TO THE JURISDICTION OF THOSE COURTS. YOU AND WE AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO PRODUCTS OR THE INTERPRETATION OR CONSTRUCTION OF THESE TERMS OF SERVICE.

VIII. Gift Cards

1. Generally. You may purchase one or more gift cards (each a “Gift Card”) via the Services on fashionphile.com. Gift Cards may only be redeemed toward the purchase of goods through the Services. Goods eligible for purchase using a Gift Card are subject to change at our sole discretion. If you use your Gift Card to make a purchase of goods through the Services and your purchase does not exhaust your Gift Card balance, then you may use the remaining balance for future purchases, subject to the restrictions set forth herein. If you use your Gift Card to make a purchase of goods through the Services that exceeds your Gift Card balance, you will have to use another payment method for the remainder of your purchase.
   Gift Cards cannot be used to purchase other Gift Cards, reloaded, resold, used for payment outside of the Services, used for unauthorized marketing, sweepstakes, advertising, or other promotional purposes, redeemed for more than face value, transferred for value, redeemed for cash, or returned for a cash refund (except to the extent required by law).
2. No Expiration; No Dormancy Fee. Gift Cards do not expire, and FASHIONPHILE will not assess a service fee or dormancy fee with respect to a Gift Card.
3. Risk of Loss. The risk of loss and title for Gift Cards pass to the purchaser upon our electronic transmission of the Gift Card to the purchaser or designated recipient. Gift Cards must be obtained from FASHIONPHILE, and you are responsible for safeguarding your Gift Card from unauthorized use. Gift Cards that are lost, stolen, destroyed, or used without your permission are not replaceable.
4. Compliance with Laws; Fraud. By purchasing a Gift Card, you represent and warrant to FASHIONPHILE that use of the Gift Card will comply with these Terms of Use and all applicable laws, rules and regulations, and the Gift Card will not be used in any manner that is misleading, deceptive, unfair or otherwise harmful to consumers. FASHIONPHILE may request alternative forms of payment if we believe a Gift Card has been fraudulently obtained.

IX. COPYRIGHT INFRINGEMENT NOTIFICATION AND PROCEDURE

1. FASHIONPHILE respects the rights of others and we expect users of our website to do the same. These Terms of Use prohibit the infringement of the copyrights of others, and it is also our policy that we may remove, suspend, terminate access of, or take other appropriate action against repeat offenders. We may also remove content that in our sole discretion appears to infringe the intellectual property rights of others.:

2. If you believe that this website contains text, images, or other elements that infringe your copyrights in your work, please follow these procedures.:

3. All notifications of claimed copyright infringement related to this Site should be sent only to our Designated Agent identified below. Note that the Designated Agent may change from time to time, so you should check these Terms of Service before sending any notification to us. Written notification must be submitted by email or mail to the following Designated Agent:
   

   Name of Agent Designated to Receive Notification of Claimed Infringement:

   FASHIONPHILE Copyright Agent

   Full Address of Designated Agent to Which Notification Should be Sent:

   6359 Paseo Del Lago Carlsbad, CA 92011

   Telephone Number of Designated Agent:

   (844) 619-8902

   Email Address of Designated Agent:

   [email protected]

4. In order to comply with Title 17, United States Code, Section 512(c)(3)(A), the Notification of Claimed Infringement must include the following:
   1. An electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the copyright owner of the copyrighted work(s);
   2. Identification of the copyrighted work(s) that you or the copyright owner claim has been infringed;
   3. A description of the material that you or the copyright owner claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page as to this Website where it is lawfully posted;
   4. A clear description of where the infringing material is located on our website, including as applicable its URL, so that we can locate the material;
   5. Your name, address, telephone number, and e-mail address;
   6. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
   7. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
   
   

   X. GENERAL PROVISIONS

   
   
   1. Modifications. We may modify these Terms of Use at any time. Modifications become effective immediately upon your first access to or use of the Services after the “Last Revised” date at the top of these Terms of Use. If we make changes that are material, we may use reasonable efforts to attempt to notify you, including by email or placing a prominent notice on the Website. However, it is your sole responsibility to review the Terms of Use from time to time to view any such changes. Your continued access or use of the Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms of Use. If you do not agree with the modifications to the Terms of Use, then please do not access or use the Services.
   2. Termination. If you breach any of the terms of these Terms of Use, all licenses granted by FASHIONPHILE, including permission to use the Services, will terminate automatically. Additionally, FASHIONPHILE may suspend, disable, or delete your User Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If FASHIONPHILE deletes your User Account for any suspected breach of these Terms of Use by you, you are prohibited from re-registering for the Services under a different name. In the event of User Account deletion for any reason, FASHIONPHILE may, but is not obligated to, delete any of Your Content. FASHIONPHILE shall not be responsible for the deletion of (or failure to delete) Your Content. All sections which by their nature should survive the termination of these Terms of Use shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by FASHIONPHILE or you. Termination will not limit any of FASHIONPHILE’s other rights or remedies at law or in equity.
   3. Export Laws. You agree that you will not export or re-export, directly or indirectly the Services and/or other information or materials provided by FASHIONPHILE hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
   4. U.S. Government Restricted Rights. The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
   5. Taxes. You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms of Use by any authority.
   6. Injunctive Relief. You agree that a breach of these Terms of Use will cause irreparable injury to FASHIONPHILE for which monetary damages would not be an adequate remedy and FASHIONPHILE shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
   7. Miscellaneous. These Terms of Use will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms of Use and the licenses granted hereunder may be assigned by FASHIONPHILE but may not be assigned by you without the prior express written consent of FASHIONPHILE. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired. It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. Nothing contained in these Terms of Use will be deemed to constitute either party as the agent or representative of the other party or both parties as joint venturers or partners for any purpose. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms of Use due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein will not be considered to be part of the Terms of Use but are for convenience only. You and FASHIONPHILE agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms of Use. The AAA Rules and the laws of the state of California, excluding its conflicts of law rules, govern these Terms of Use and your use of the Services. Your use of the Services may also be subject to other local, state, national, or international laws.
      Under California Civil Code Section 1789.3, California users of the Services receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
   8. Contact Us. You may contact us regarding the Services or these Terms of Use at: 6359 Paseo Del Lago, Carlsbad, CA, 92011 or by email at [email protected]. These Terms of Use sets forth the entire understanding of the parties with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.