These Terms of Service (the "Agreement") set forth the terms and conditions that apply to your use of the Web sites located at http://community.startupfashion.com and the services and materials offered thereon (the "Service") which are offered to you by StartUp FASHION. (referred to herein as "StartUp FASHION"). BY USING THIS SITE, YOU AGREE TO THE TERMS OF THIS AGREEMENT JUST AS IF YOU HAD SIGNED IT. If you do not agree to be bound by this Agreement, please discontinue your use of the Service.
1. Restrictions on Use
The Service is a computer online service. It is accessible to you through a personal computer, or other access device at http://community.startupfashion.com (the "StartUp FASHION Site") using a communications connection (e.g., ISDN or Cable Modem). As part of the Service, you will be provided with services that may include information, editorial content, forums, links to other Web sites and other services that StartUp FASHION may decide to offer, subject to the terms hereof. StartUp FASHION may, in its sole discretion, discontinue or alter any aspect of the Service, including, but not limited to,
i. restricting the time of availability,
ii. restricting the availability and/or scope of the Service for certain platforms
iii. restricting the amount of use permitted, and
iv. restricting or terminating any User's right to use all or part of the Service, at any time in StartUp FASHION's sole discretion and without prior notice or liability. You are responsible for all charges associated with connecting to the Service. The Service is owned and operated by StartUp FASHION and its affiliated companies and contains material that is derived in whole or in part from material supplied and owned by StartUp FASHION and other sources. Such material is protected by copyright, trademark, and other applicable laws. You may not modify, copy, reproduce, republish, upload, post, transmit, publicly display, prepare derivative works based on, or distribute in any way any material from the Service. You may, however, download Material from the Service for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices and use the Material in accordance with all restrictions applicable to your use if the Service in general. In the event that you download Material from the Service, such Material is licensed to you by StartUp FASHION and StartUp FASHION does not transfer title to any such Material to you.
2. Membership Rules and Guidelines
a. Account Cancellations and Refunds
Accounts can be cancelled at any time, but due to the nature of the service and the downloadable content you will have access to, refunds are not allowed after you have created an account, and made payment.
Should StartUp FASHION provide to you a password that allows you to access certain parts of the Service, you will be solely responsible for maintaining the confidentiality of the password and your account information, and are fully responsible for all activities that occur under your password or account. You agree that you will immediately notify StartUp FASHION of any unauthorized use of your password or account, or any other breach of security, and that you will log off of the Service at the end of each session to prevent fraud on your account by third parties.
StartUp FASHION may choose to send you e-mail newsletters on a variety of topics - for example, informing you of membership benefits and features, letting you know of problems with the site or with services offered by StartUp FASHION, or presenting you with the opportunity to buy selected products and services. StartUp FASHION may send you e-mails on behalf of pre-screened third parties containing promotional offers or opportunities that we believe may be of interest to you. You may elect to stop receiving such e-mail newsletters at any time by sending an e-mail email@example.com, or by selecting unsubscribe at the bottom of the e-mail you receive from StartUp FASHION.
e. Rules for Use of the Service
i. Conduct Required for Use of the Service
It is a condition of your use of the Service that you do not:
i. restrict or inhibit any other user from using and enjoying the Service;
ii. post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation, any images or other material depicting Nudity as herein defined and as determined by StartUp FASHION in its sole discretion;
iii. post or transmit comments containing harassing or offensive language, including sexual references, sexual nicknames, racial slurs, hate propaganda, hate mongering, swearing, or rude or deliberately offensive comments as determined by StartUp FASHION in its sole discretion, or engage in disruptive activities online, including excessive use of scripts, sound waves, scrolling (repeating the same message over and over), or use of viruses, bots, worms or trojan horses;
iv. post or transmit any information, software or other material that is fraudulent or violates or infringes the rights of others, including, without limitation, material that violates privacy or publicity rights, or infringes copyright, trademark or other proprietary rights, without first obtaining permission from the owner or right holder, including, but not limited to WAREZ (copyrighted material distributed without permission);
v. post or transmit any information, software or other material that contains a virus or other harmful component;
vi. post or transmit content that encourages or provides instructional activities about illegal activities, including, but without limitation, hacking, cracking or phreaking;
vii. post, transmit or in any way exploit any information, software or other material for commercial purposes or that contains advertising, "junk mail," "spam," or "chain letters";
viii. solicit other users to join, become members of, or contribute money to any online service or other organization, advocate or attempt to get users to join in legal or illegal schemes or plan or participate in scams involving other users;
ix. impersonate any person or entity or falsely state or otherwise misrepresent your professional or other affiliation with any person or entity;
x. resell, redistribute, broadcast or transfer the information or use the information derived from the Service in a searchable, machine-readable database;
xii. disguise a file type to thwart StartUp FASHION's detection processes;
xiii. post or transmit any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
xiv. submit to the Live Directory multiple web sites with different URLs that re-direct a user to one web page;
xv. submit to Live Directory more than one URL for a single category;
xvi. update Live Directory listings with intent to distort or misrepresent them, including but not limited to changing titles of the entries, descriptions of the entries, URLs, or keywords, or
xvii. attempt to gain unauthorized access to other computer systems or networks connected to the Service.
You agree that you will not use the Service, including the information provided therein and all related equipment, networks and network devices (specifically including Internet access) for any unlawful purpose. StartUp FASHION, at its sole and absolute discretion, shall determine whether any information transmitted or received violates this provision. You may not use any Material in connection with any site or other use that contains or is associated with information or content prohibited by this section.
g. Personal Safety.
When using the Service, please be certain that anything you say does not compromise your personal safety. Do not provide your name, phone number, postal or e-mail address, your password, or any other personally identifying information to people you do not know. Do not continue any conversation online that makes you feel uncomfortable.
3. User Content
The term "Content" shall include any materials or information submitted by you, including, without limitation, your name, likeness, videos, photographs, recordings, writings, statements, audio materials, audiovisual materials, ideas or other material furnished by you to StartUp FASHION through the website or otherwise.
ORIGINALITY; RIGHTS: Any Content that you post or upload on this site must be either (a) an original work by you that does not copy or use other works (such as dialogue from plays, recordings of musical works or clips from other videos, television programs or motion pictures) or (b) Content for which you have all rights and permissions necessary to grant the rights hereunder. Your Content may contain "Tool Kit" materials, if they are provided for a given content submission. In addition, your Content must not infringe or violate any rights of any third party or entity, including, without limitation, copyright, trademark, defamation, privacy, publicity, false light, idea misappropriation, intentional or negligent infliction of emotional distress, or any contractual rights. Before posting Content, you must have all the rights, licenses, permissions and consents necessary to submit the Content and to grant all of the rights that you have granted to StartUp FASHION under these Terms. Before you post content, you must have the express consent of everyone who appears in the Content to submit the Content for use, exhibition and other exploitation in any manner and in any and all media, whether now existing or hereafter discovered, throughout the world, in perpetuity. If you submit an image of someone who is under 18 years of age who is not your child, you must have the permission of that child's parent or legal guardian.
RIGHTS IN CONTENT: By uploading or inputting Content to StartUp FASHION you hereby acknowledge and agree that you are granting StartUp FASHION (including without limitation StartUp FASHION, its licensees, successors and assigns, the perpetual and irrevocable, non-exclusive right and license to: (a) use, copy, create derivative works from, reproduce, distribute, display, exhibit, host, cache, store, archive, index, categorize, comment on, tag, transmit, broadcast, stream, edit, alter, modify, synchronize with visual material, create algorithms based thereon, and transcode the Content to appropriate media formats, standards or mediums; and (b) otherwise use, exhibit and exploit, and sell, license, assign and otherwise transfer to third parties the right to use, exhibit and otherwise exploit the Content (in whole or in part and as altered by StartUp FASHION in its sole discretion) throughout the world in perpetuity, in any and all media, whether now existing or hereafter devised, including, without limitation, on StartUp FASHION's website, on other websites, as well as in connection with any distribution or syndication arrangement with third parties or third party sites, in any media format or medium and through any media channels and for any purpose, including, without limitation, downloads, streams, in audio visual recordings, motion pictures, television programs, productions, advertising, promotion and publicity, including, without limitation, advertising, promotion and publicity for, StartUp FASHION, the StartUp FASHION Sites and other websites, television channel(s) and its programming, and all owned and affiliated broadcast and cable networks and channels and their programming, all without further notice to, consent from or payment to you. You waive any and all "moral rights" you may have in the Content.
Without in any way limiting the foregoing, you acknowledge and agree that StartUp FASHION its licensees, successors and assigns, shall have the right to sell, license, assign and otherwise transfer any and all of the rights granted by you to StartUp FASHION under this Agreement, and to display any advertising, publicity, promotional materials and distribution rights in connection with your Content. You acknowledge and agree that StartUp FASHION, its licensees, successors and assigns, will be entitled to retain any and all revenue generated from any sales, licenses, assignments and other transfers of the rights granted by you hereunder, as well as any and all revenue generated by the display of any advertising, publicity, promotional materials or distribution rights in connection with your Content. Nothing in this Agreement obligates or may be deemed to obligate StartUp FASHION or any other person or entity to exercise any of the rights granted by you under this Agreement. StartUp FASHION and their successors, licensees and assigns, will have the unlimited right to assign this Agreement and the rights granted by you under this Agreement at any time, in whole or in part, to any party.
You grant the rights hereunder whether or not your Content or any part thereof is actually used by StartUp FASHION. You acknowledge that your consideration for the rights you grant in your Content is the possibility that StartUp FASHION, its licensees, successors and/or assigns will review or use your Content. You will not receive any further compensation of any kind for your Content or the use thereof, and you agree that StartUp FASHION, its licensees, successors and/or assigns in their sole discretion, shall have the right to give you no credit or determine in what form to give you credit for any use of your Content. Your Content will not be acknowledged or returned. You acknowledge and agree that your Content is being sent voluntarily, and not in confidence, and that no confidential relationship is intended or created between StartUp FASHION StartUp FASHION and/or any other person or entity, on the one hand, and you, on the other hand, by your Content of the Content.
In addition to all of the legal and equitable rights and remedies available to StartUp FASHION in connection with these terms or your Content, you acknowledge and agree that StartUp FASHION shall have the right, in its sole discretion, not to post the Content on any website, to remove the Content from any website on which it has been posted, and not to use, exhibit or otherwise exploit your Content in any manner whatsoever. Furthermore, StartUp FASHION shall have the right to suspend or terminate your access to any StartUp FASHION or related website and refuse to grant you access to use any StartUp FASHION or related website in the future with or without warning if StartUp FASHION, in its sole discretion, believes you have: (i) violated or tried to violate the rights of StartUp FASHION; or (ii) violated or tried to violate any of the representations, warranties or other terms or conditions of this Agreement; or (iii) acted inconsistently with any of the terms or conditions of this Agreement. StartUp FASHION has no obligation to inform you of any decision not to post, to remove, or not to use, exhibit or otherwise exploit your Content.
You recognize that other persons, including StartUp FASHION own employees, may have submitted to StartUp FASHION or others, or made public, or may in the future originate and submit, or make public, materials that are similar or identical to your Content. You acknowledge and agree that StartUp FASHION, its licensees, successors and/or assigns shall have the right to use such similar or identical materials, and that you will not be entitled to any compensation because of StartUp FASHION's or, its licensees', successors' and/or assigns' use of such similar or identical materials. Nothing in this Agreement, or your submission of the Content, shall be deemed to place you in any different position from any other member of the public.
TOOLS: StartUp FASHION may make available to you certain content, which may include spread sheets, PowerPoint presentations, directory listings, and other content for use by you solely. You shall acquire no copyright or other ownership of these materials. Your violation of any of these provisions or your unauthorized or improper use of any of these materials shall entitle StartUp FASHION to pursue all legal and equitable rights and remedies, including, without limitation, an action for copyright infringement as well as injunctive relief and damages.
USE OF NAME AND LIKENESS: By sending StartUp FASHION your Content, you consent to the recording, use and reuse by StartUp FASHION, their licensees, successors and assigns, of your voice, actions, likeness, name, appearance, performance, biographical material, and any other identifying information, including, without limitation, any information contained in your Content (collectively, "Personal Elements"), as edited, altered, fictionalized or modified by StartUp FASHION, in their sole discretion, in any and all media now known or hereafter devised, throughout the world, in perpetuity, including, without limitation, in and in connection with StartUp FASHION, the StartUp FASHION website, or related websites, in and in connection with any television programs and other productions, and in and in connection with advertising, promotion and publicity. You acknowledge and agree that StartUp FASHION, their licensees, successors and assigns, may use all or any part of your Personal Elements, and may make any changes that any of them may deem necessary, in their sole discretion, including altering, fictionalizing or modifying them regardless of whether or not you are recognizable.
OWNERSHIP: Except as expressly set forth in this Agreement, you shall continue to own all rights in and to the Content. To the extent your Content contains other materials or elements owned by StartUp FASHION or any other affiliated company, such as characters or other elements protected by copyright, trademark or other laws, your rights to make any other use of the Content will continue to be governed by and may be limited by other applicable laws.
4. Rules for Forums, and Other User-Supplied Material
Portions of this Site provide you and other users an opportunity to submit, post, display, transmit and/or exchange information, ideas, opinions, photographs, images, video, creative works or other information, messages, transmissions or material to us, the Site or others ("Post" or "Postings"). Postings do not reflect the views of StartUp FASHION, and StartUp FASHION does not have any obligation to monitor, edit or screen any Postings, but may do so in its sole discretion. Notwithstanding anything else in these Rules of Conduct, StartUp FASHION should not be seen as endorsing any Post in any way. StartUp FASHION nor its respective officers, directors, and employees, subsidiaries and/or affiliates shall be liable for any Posting that is in violation of this agreement.
You acknowledge that anything you submit to an StartUp FASHION Site by way of any Posting is routed through StartUp FASHION's servers and the Internet and that, therefore, you have no expectation of privacy with regard to any such submission. You acknowledge that the Posting and features on StartUp FASHION Sites are postings for public and not private communications. Please keep in mind that whenever you give out personal information online, for example, via forum or chat, that information can be collected and used by people you don't know. We cannot guarantee the security of any information you disclose online; you make such disclosures at your own risk. (Users under the age of 18 should be especially careful not to provide any personally identifying information while using chat rooms or message boards. As set forth in StartUp FASHION's Terms and Conditions of use, users of chat rooms and message boards must follow acceptable standards of behavior when posting messages online.)
If a Posting originates from you or your account, you hereby agree not to post any materials that
a. interfere with anyone else's use of the Site;
b. are abusive, illegal, defamatory, libelous, indecent, obscene, offensive, or threatening in any way;
c. encourage anyone to break the law;
d. violate anyone's copyright, trademark or other property right;
e. interfere with the privacy of any other user;
f. contain a virus or any other harmful component; or
g. contain false or misleading statements of fact or descriptions of the origin of the material or the communication. You agree to comply with any additional terms which are referred to on this Site or any subsite within the website.
The forums provided on the StartUp FASHION Site are for the purpose of exchanging views and information. StartUp FASHION reserves the right to terminate the account or suspend the posting privileges of anyone who Posts materials unrelated to these topics.
You are prohibited from posting or transmitting any defamatory, libelous, obscene, pornographic, profane, threatening, or unlawful material or any material that constitutes or encourages conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. Although StartUp FASHION may from time to time monitor or review forums, discussions, postings, transmissions, and the like on the Site, StartUp FASHION is under no obligation to do so and assumes no liability or responsibility arising from the contents of any such communications or for any defamation, error, inaccuracy, libel, obscenity, or profanity contained in any such communication. StartUp FASHION may change, edit, or remove any user material or conversations that are illegal, indecent, obscene, or offensive, or that violate StartUp FASHION's policies in any way. Further, StartUp FASHION reserves the right to remove or edit content from any Forum at any time and for any reason although we have no duty to do so. StartUp FASHION will fully cooperate with any law enforcement authorities or court order requesting or directing StartUp FASHION to disclose the identity of anyone posting such materials.
Posting is for noncommercial purposes only and you may not Post in any anner which does or is intended to promote or generate revenue for any business enterprise or commercial activity.
If you believe that any content on the Site (including, without limitation, Postings) violates any of the terms of this agreement, please click here to send us a message about it. We will not respond to your message and we reserve the right to take or refrain from taking any or all steps available to us once we receive any such message.
Your correspondence or business dealings with, or participation in promotions of, merchants found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such merchant. StartUp FASHION will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such merchants on the Service.
StartUp FASHION is not responsible for any incorrect or inaccurate Content posted on the StartUp FASHION Website or in connection with the StartUp FASHION Services, whether caused by Users of the StartUp FASHION Services or by any of the equipment or programming associated with or utilized in the StartUp FASHION Services. Profiles created and posted by Members on the StartUp FASHION Website may contain links to other websites. StartUp FASHION is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by StartUp FASHION. Inclusion of any linked website on the StartUp FASHION Services does not imply approval or endorsement of the linked website by StartUp FASHION. When you access these third-party sites, you do so at your own risk. StartUp FASHION takes no responsibility for third party advertisements which are posted on the StartUp FASHION Website or through the StartUp FASHION Services, nor does it take any responsibility for the goods or services provided by its advertisers. StartUp FASHION is not responsible for the conduct, whether online or offline, of any User of the StartUp FASHION Services. StartUp FASHION assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. StartUp FASHION is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the StartUp FASHION Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the StartUp FASHION Services. Under no circumstances shall StartUp FASHION be responsible for any loss or damage, including personal injury or death, resulting from use of the StartUp FASHION Services, attendance at a StartUp FASHION event, from any Content posted on or through the StartUp FASHION Services, or from the conduct of any Users of the StartUp FASHION Services, whether online or offline. The StartUp FASHION Services are provided "AS-IS" and as available and StartUp FASHION expressly disclaims any warranty of fitness for a particular purpose or non-infringement. StartUp FASHION cannot guarantee and does not promise any specific results from use of the StartUp FASHION Services.
7. Limitation on Liability. IN NO EVENT SHALL StartUp FASHION BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF StartUp FASHION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, StartUp FASHION'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO StartUp FASHION FOR THE StartUp FASHION SERVICES DURING THE TERM OF MEMBERSHIP.
You agree to defend, indemnify and hold harmless StartUp FASHION, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) any material posted or otherwise provided by you that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, (b) any misrepresentation made by you in connection with your use of the Service; (c) any breach of any of the representation, warranties or other terms or conditions of the Content Requirements or any use of your Content or Personal Elements (d) any non-compliance by you with the terms and conditions of this Agreement; and (e) claims brought by persons or entities other than the parties to this Agreement arising from or related to your access and use of the Service or your Content to the Service, including the information obtained through the Service.
StartUp FASHION may, in its sole discretion, terminate your password, account (or any part thereof) or use of the Service, or remove and discard any Communication transmitted by you, or information stored, sent, or received via the Service without prior notice and for any reason, including, but not limited to: (i) concurrent access of the Service with identical user identification numbers, (ii) permitting another person or entity to use your user identification number to access the Service, (iii) any other access or use of the Service except as expressly provided in this Agreement, (iv) any violation of the terms and conditions of this Agreement or the rules and regulations relating to the use of, the software and/or data files contained in, or accessed through, the Service, (v) tampering with or alteration of any of the software and/or data files contained in, or accessed through, the Service, or (vi) failure to use the Service or portion thereof on a regular basis. You may terminate your membership hereunder upon thirty (30) days written notice by you to StartUp FASHION of your intent to terminate this Agreement. Termination, suspension, or cancellation of this Agreement or your access rights shall not affect any right or relief to which StartUp FASHION may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will automatically terminate and immediately revert to StartUp FASHION and its licensors.
StartUp FASHION and the StartUp FASHION logo are pending service marks of StartUp FASHION, and all other trademarks, service marks and trade names used on the Service are the property of their respective owners, and all of the above trademarks may not be copied, downloaded or otherwise exploited without the permission of StartUp FASHION or the owner of such trademark, service mark or trade name, except as explicitly permitted in Section 1 above.
12. Child Online Protection Act Notification
13. Infringement Policy
StartUp FASHION, pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the "Act"), reserves the right, but not the obligation, to terminate your license to use the Service if it determines in its sole and absolute discretion that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. StartUp FASHION accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. In addition, pursuant to 17 U.S.C. Section 512(c), StartUp FASHION has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. All claims of infringement must be submitted to StartUp FASHION in a written complaint that complies with the requirements below and is delivered to our designated agent to receive notification of claimed infringement:
P.O. Box 1611
New York, NY 10013
By e-mail: firstname.lastname@example.org
In addition, any written notice regarding any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right must include the following information:
A. A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed.
B. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. Similarly, for materials that are defamatory or infringe patent, trademark, or other proprietary rights of a third party, please submit a list of such materials.
C. Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
D. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and/or electronic mail address.
E. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other proprietary right owner, its agent, or the law.
F. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed or on behalf of the person defamed.
StartUp FASHION reserves the right, in its sole discretion, to amend this Agreement, and to modify, add or discontinue any aspect, content, or feature of the Service. Such amendments, modifications, additions or deletions shall become effective upon notice thereof, which may be provided to you by posting on the Service, via e-mail or any other reasonable means. Continued use of the Service by you shall constitute your binding acceptance of any such amendments, modifications, additions or deletions.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of New Jersey without giving effect to any principles of conflicts of law. Although you acknowledge that we will have the ability to enforce our rights in any court of competent jurisdiction, you hereby consent to the exclusive jurisdiction of courts in New Jersey, U.S.A., regarding any and all disputes relating to this Agreement or your use of the Service. You acknowledge and agree that the warranty disclaimers and liability and remedy limitations in this Agreement are material terms of this Agreement and that they have been taken into account in the decision by StartUp FASHION to provide the Service hereunder. You may not assign any of your rights, obligations or privileges hereunder without the prior, written consent of StartUp FASHION. Any assignment of the foregoing other than as provided for in this section shall be null and void. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement, shall be enforced to the fullest extent allowed by law as to effect the intention of the parties, and shall not affect the validity and enforceability of any remaining provisions. This Agreement and any posted operating rules constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. No waiver of any provision or any right granted hereunder will be effective unless set forth in a written instrument signed by the waiving party. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the Service or access to the Service. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
16. MEDIATION/ARBITRATION: PLEASE READ CAREFULLY. UNDER THIS SECTION 18, YOU ARE GIVING UP YOUR LEGAL RIGHTS TO FILE A LAWSUIT IN COURT WITH RESPECT TO ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT OR YOUR SUBMISSION.
IF ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BREACH OF ANY TERM HEREOF OR YOUR SUBMISSION CANNOT BE SETTLED THROUGH DIRECT DISCUSSIONS, THE PARTIES AGREE TO ENDEAVOR FIRST TO SETTLE THE CONTROVERSY OR CLAIM BY MEDIATION CONDUCTED IN THE COUNTY OF HUDSON AND ADMINISTERED BY JAMS UNDER ITS APPLICABLE RULES, BEFORE COMMENCING ANY PROCEEDINGS PERMITTED UNDER THIS PARAGRAPH. IF ANY CONTROVERSY OR CLAIM IS NOT OTHERWISE RESOLVED THROUGH DIRECT DISCUSSIONS OR MEDIATION, AS SET FORTH ABOVE, THEN THE PARTIES AGREE THAT IT SHALL BE RESOLVED BY BINDING ARBITRATION CONDUCTED IN THE COUNTY OF HUDSON, AND ADMINISTERED BY JAMS IN ACCORDANCE WITH ITS STREAMLINED ARBITRATION RULES AND PROCEDURES OR SUBSEQUENT VERSIONS THEREOF, INCLUDING THE OPTIONAL APPEAL PROCEDURE (THE "JAMS RULES"). JAMS RULES FOR SELECTION OF AN ARBITRATOR SHALL BE FOLLOWED, EXCEPT THAT THE ARBITRATOR SHALL BE AN ARBITRATOR EXPERIENCED IN THE ENTERTAINMENT INDUSTRY AND LICENSED TO PRACTICE LAW IN NEW JERSEY OR A RETIRED JUDGE. ANY APPELLATE PANEL SHALL CONSIST OF THREE NEUTRAL MEMBERS, SUBJECT TO THE FOREGOING REQUIREMENTS. ALL ARBITRATION PROCEEDINGS, INCLUDING DOCUMENTS FILED IN THE COURSE OF SUCH PROCEEDINGS, AND THE FACT THAT THE ARBITRATION IS BEING CONDUCTED, SHALL BE CONFIDENTIAL. THE ARBITRATOR'S DECISION SHALL BE CONTROLLED BY THE TERMS OF THIS AGREEMENT. UPON CONCLUSION OF ANY ARBITRATION PROCEEDINGS HEREUNDER, THE ARBITRATOR SHALL RENDER FINDINGS OF FACT AND CONCLUSIONS OF LAW AND A WRITTEN OPINION SETTING FORTH THE BASIS AND REASONS FOR ANY DECISION HE OR SHE HAS REACHED AND SHALL DELIVER SUCH DOCUMENTS TO EACH PARTY TO THE AGREEMENT ALONG WITH A SIGNED COPY OF THE AWARD. ANY JUDGMENT UPON AN AWARD RENDERED BY AN ARBITRATOR MAY BE ENTERED IN ANY STATE OR FEDERAL COURT IN NEW JERSEY HAVING JURISDICTION OF THE SUBJECT MATTER HEREOF. YOU MAY COMMENCE AN ACTION AT LAW FOR THE SOLE PURPOSE OF ENFORCING AN ARBITRATION AWARD. WITHOUT IN ANY WAY LIMITING THE FOREGOING, IN NO EVENT SHALL YOU HAVE ANY RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF AGAINST STARTUP FASHION, SUBSIDIARY OR AFFILIATED COMPANIES, ITS LICENSEES, SUCCESSOR OR ASSIGNS, OR ANY OTHER PARTY ARISING OUT OF ANY USE OR NON-USE OF THE SUBMISSION. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE THAT StartUp FASHION MAY NONETHELESS (1) SEEK TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM A COURT TO ENFORCE THE PROVISIONS OF THIS AGREEMENT, AND (2) BRING AN ACTION TO ENFORCE THE DECISION OF THE ARBITRATOR BEFORE ANY COURT WITH JURISDICTION. YOU MUST COMMENCE A FORMAL ARBITRATION PROCEEDING PURSUANT TO THIS AGREEMENT WITHIN SIX MONTHS AFTER THE DATE ANY SUCH CLAIM ARISES; FAILURE TO DO SO WITHIN THAT SIX-MONTH PERIOD SHALL BE DEEMED AN IRREVOCABLE WAIVER OF ANY RIGHTS YOU MIGHT HAVE PURSUANT TO THIS AGREEMENT WITH RESPECT TO ANY CLAIM AGAINST YOU.
17. Member Disputes
You are solely responsible for any interaction with other members or visitors to the StartUp FASHION Sites. StartUp FASHION reserves the right but shall have no obligation to monitor disputes between you and any other member of the StartUp FASHION Sites.
18. Notice for California Users
Under California Civil Code Section 1789.3, California users of the Service are entitled to 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 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210