Terms of Service

Introduction

Welcome to the JOOR web site, which is located at http://jooraccess.com, as operated by JOOR, Inc. (the "Web Site"). The following Terms of Service ("TOS") contain the terms and conditions that govern your use of the Web Site and the JOOR Service (as defined below). These TOS describe your rights and responsibilities and what you can expect from the JOOR Service. If you do not read, understand, and agree to all of the TOS, you may not use the Web Site.

Given the dynamic nature of the JOOR Service, JOOR reserves the right to add to, delete or change these TOS at any time. As such, you should check these TOS from time to time for such changes.

1. The JOOR Service.

JOOR provides a number of Internet-based services through the Web Site (all such services, collectively, the "JOOR Service"). One such service enables fashion designers or brands ("Brands") and boutique fashion resellers ("Boutiques") to discover one another and enter into buyer/seller relationships. Brands may create "Brand Pages" which include customized look books and line sheets showing specific articles of clothing and/or fashion accessories offered for sale (such items, collectively, "Products"). Boutiques may create "Boutique Pages" which may include information on the Products they carry, their clientele and images of their physical store. Boutiques users purchase Products for resale in their physical storefront. Users who would like to sell Products through Brand Pages must also enter into the Brand Page Agreement. JOOR allows all users to browse the public areas of the Web Site request a "Match" with other users. After users confirm a Match, Boutiques may purchase Products from the Brands. JOOR may offer a number of other services on its Web Site, such as message boards, contests, fashion editorials and newsletters, which may change from time to time.

2. Use of the Web Site and the JOOR Service.

2.1 Eligibility.
JOOR will only knowingly provide the JOOR Service to parties that can lawfully enter into and form contracts under applicable law. The JOOR Service is not intended for users under the age of 18.

2.2 Compliance with TOS and Applicable Law.
You must comply with all of the terms and conditions of these TOS, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the JOOR Service and the Web Site.

2.3 Your License to Use the Web Site and the JOOR Service.
(a) JOOR solely and exclusively owns all intellectual property and other right, title and interest in and to the JOOR Service and Web Site, except as expressly provided for in these TOS. For example and without limitation, JOOR owns the trademarks JOOR(SM), JOORACCESS.COM(SM), and Bijoor Group(SM); the copyrights in and to the Web Site, and certain technology used in providing the JOOR Service. You will not acquire any right, title or interest therein under these TOS or otherwise.

(b) JOOR grants you a limited revocable license to access and use the Web Site and the JOOR Service for its intended purposes, subject to your compliance with these TOS. This license does not include the right to collect or use information contained on the Web Site for purposes prohibited by JOOR; create derivative works based on the content of the Web Site; or download or copy the Web Site (other than page caching). If you use the Web Site in a manner that exceeds the scope of this license or breach these TOS, JOOR may revoke the license granted to you. JOOR reserves the right to seek any legal or equitable relief should you breach these TOS.

(c) This Section 2.3 does not pertain to your intellectual property rights. For information regarding your intellectual property rights, please see Section 4.3.

2.4 Third-Party Services.
JOOR may use third parties to provide certain services accessible through the Web Site. JOOR does not control those third parties or their services, and you agree that JOOR will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these TOS when you use these services. If any such terms or policies conflict with JOOR's TOS, agreements or policies, you must comply with JOOR's TOS, agreements or policies, as applicable.

3. General Rules.

3.1 Prohibited Use.
Except as may be expressly permitted by JOOR, you may not: (i) interfere with the JOOR Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the JOOR Service; (iii) use a robot, spider or other device or process to monitor the activity on or copy pages from the Web Site, except in the operation or use of an internet "search engine", hit counters or similar technology; (iv) collect electronic mail addresses or other information from third parties by using the JOOR Service; (v) impersonate another person or entity; (vii) use any meta tags, search terms, key terms, or the like that contain JOOR's name or trademarks; (viii) engage in any activity that interferes with another user's ability to use or enjoy the JOOR Service; or (ix) assist or encourage any third party in engaging in any activity prohibited by these TOS.

3.2 Privacy Policy.
By entering into these TOS, you agree to JOOR's collection, use and disclosure of your personal information in accordance with the Privacy Policy.

3.3 Ordering Policies.
If you purchase Products, you agree to do so in accordance with JOOR's Boutique Agreement.

4. Content.

4.1 Description.
As part of the JOOR Service, JOOR offers a service that allows Brands and Boutiques to upload images, video, audio, data, press clippings and other content (collectively, "Content") to the Web Site to describe, market and facilitate the purchase of Products.

4.2 Delivery of Content.
You will upload or deliver to JOOR all Content that you want to use with the Brand Page or Boutique Page in accordance with the applicable instructions on the Web Site. JOOR may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the JOOR Service.

4.3 Licensing Your Content to JOOR.
You will retain ownership of the Content that you upload to the Web Site. You hereby grant to JOOR a royalty-free, worldwide, transferable, nonexclusive, right and license to use such Content, in all media existing now or created in the future, as JOOR deems necessary to enable you to use the JOOR Service to market Products for so long as your Content remains uploaded to the Web Site. JOOR shall not sublicense the rights that you grant it in this Section without your prior written permission.

5. Reservation of Rights.

5.1 Monitoring.
JOOR reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Web Site. If JOOR determines, in its sole and absolute discretion, that you or another JOOR user will breach a term or condition of these TOS or that such transaction or communication is inappropriate, JOOR may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.

5.2 Modification of the Service.
JOOR may modify the JOOR Service at any time with or without notice to you, and will incur no liability for doing so.

6. Submissions.

When you submit questions, comments, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications or any other information ("Submissions"), you grant JOOR permission to use such submissions for marketing and other promotional purposes. You agree that JOOR will have no obligation to keep any Submissions confidential and you will not bring a claim against JOOR based on "moral rights" or the like arising from JOOR's use of a Submission. This Section does not apply to your Content that you use in connection with the Brand Page or Boutique. Section 4.3 governs JOOR's rights to use this Content.

7. Representations and Warranties.

7.1 Mutual Representations and Warranties.
You represent and warrant to JOOR and JOOR represents and warrants to you: (i) that you or it has the full power and authority to enter into and perform under these TOS, (ii) the execution and performance of your or its obligations under these TOS do not constitute a breach of or conflict with any other agreement or arrangement by which you or it is bound, and (iii) these TOS are a legal, valid and binding obligation of the party entering into these TOS, enforceable in accordance with their terms and conditions.

7.2 By You.
You represent and warrant to JOOR that, in your use of the JOOR Service, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party and (ii) will comply with all applicable laws, rules, and regulations. You further represent and warrant to JOOR that: (i) there are no claims, demands or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your Content; (ii) JOOR will not be required to make any payments to any third party in connection with its use of your Content, except for the expenses that JOOR incurs in providing the JOOR Service; (iii) the use of any instructions, formulae, recommendations, or the like contained in your Content will not cause injury to any third party; and (iv) your Content does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

8. Disclaimers, Exclusions, and Limitations.

8.1 DISCLAIMER OF WARRANTIES.
JOOR PROVIDES THE WEB SITE AND JOOR SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. JOOR DOES NOT REPRESENT OR WARRANT THAT THE WEB SITE, JOOR SERVICE OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. JOOR MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

8.2 EXCLUSION OF DAMAGES.
JOOR WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE JOOR SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 LIMITATION OF LIABILITY.
EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THESE TOS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TOS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TOS EXCEED THE GREATER OF (i) THE AMOUNT PAID OR PAYABLE BY JOOR TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (ii) $100.

9. Indemnification.

You must indemnify and hold JOOR and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Parties alleging that you have breached any of these TOS. If you have to indemnify JOOR under this Section, JOOR will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without JOOR's express written permission.

10. Termination.

10.1 Termination.
JOOR may suspend or terminate your use of the Web Site or JOOR Service if it believes, in its sole and absolute discretion, that you have breached a term of these TOS.

10.2 Survival.
These TOS will survive indefinitely unless and until JOOR chooses to terminate them.

10.3 Effect of Termination.
If you or JOOR terminates your use of the Web Site or the JOOR Service, JOOR may delete any Content or other materials relating to your use of the JOOR Service on JOOR's servers or otherwise in its possession and JOOR will have no liability to you or any third party for doing so.

11. Notice.

All notices required or permitted to be given under these TOS will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to JOOR, you must use the following addresses: 365 Bridge Street, Suite 2M, Brooklyn, NY 11201; info@jooraccess.com. If JOOR provides notice to you, JOOR will use the contact information provided by you to JOOR. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated. If applicable law requires that a given communication be "in writing," you agree that email communication will satisfy this requirement.

12. Dispute Resolution.

All disputes arising out of, relating to or connected with these TOS or your use of any part of the JOOR Service will be exclusively resolved under confidential binding arbitration held in Kings County, New York before and in accordance with the Rules of the American Arbitration Association, by a sole arbitrator applying New York law (without regard for conflicts of law principles). The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these TOS will be joined to an arbitration involving any other party subject to these TOS, whether through class arbitration proceedings or otherwise. Any action to enforce an arbitrator's award will be brought in a federal or state court located in Kings County, New York, and each party hereby irrevocably submits to the personal jurisdiction of such court. By entering into these TOS, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claim arising out of, relating to or connected with these TOS or your use of any part of the JOOR Service must be asserted individually.

13. Miscellaneous.

These TOS will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of New York without reference to conflict of law principles. These TOS will not be assignable or transferable by you without the prior written consent of JOOR. These TOS (including all of the policies and other Agreements described in these TOS, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under these TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. You and JOOR are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these TOS. The invalidity or unenforceability of any provision of these TOS will not affect the validity or enforceability of any other provision of these TOS, all of which will remain in full force and effect.