Terms Of Use

TERMS OF USE AGREEMENT

Welcome to the ModaCircle site! This Terms of Use Agreement ("Agreement") constitutes a legally binding contract between ModaCircle Inc., a Delaware corporation ("ModaCircle," "we," "us," "our") and you with respect to your use of the ModaCircle website, applications, and the products and services offered by ModaCircle through them (collectively, the "Site"). It is important that you carefully read and understand the terms and conditions of this Agreement. By using the Site, you agree to be bound by this Agreement. If you do not agree to these terms and conditions, you should not use the Site. This Agreement provides important information to you, including information about your obligations regarding your content, our limitation of liability to you, your agreement to resolve any disputes by individual arbitration and to waive the right to participate in a class action. Changes to the Site or Terms We reserve the right at any time to: Change The Terms And Conditions Of This Agreement, Consistent With Applicable Law; Change The Site, Including Eliminating Or Discontinuing Any Information Or Services (Defined Below) Or Other Features In Whole Or In Part; And Deny Or Terminate Your Use Of And/Or Access To The Site. Any changes we make to the terms and conditions will be effective immediately upon our making such changes available on the Site, and posting notice of such changes on the Site or in another manner in our reasonable discretion. You agree that your continued use of the Site after such changes constitutes your acceptance of such changes. If you do not agree with any of the updates to the terms of this Agreement, you should not use the Site. Be sure to return to this page periodically to ensure your familiarity with the most current version of this Agreement.

Eligibility

By registering with or using this Site you represent, acknowledge and agree that you are at least the age of majority where you reside. Regardless of the age of majority where you live, if you are not at least 13 years old, you may not use the Site.

Registration

Access to certain functionalities of the Site will require you to register with and/or provide certain information to ModaCircle. If and when you register with or provide information to ModaCircle, you agree to (a) provide accurate, current and complete information about yourself as prompted (including your email address) and (b) maintain and update your information (including your email address) to keep it accurate, current and complete.

Professional Profiles

Fashion, beauty and style professionals may elect to register as a professional and create a professional profile on ModaCircle. Subject to the terms of this Agreement, such users can use the features made available by ModaCircle to promote their business on the Site.

Privacy Policy

You acknowledge and agree that any personal information provided by you through registration or collected by us in connection with your use of the Site or any Services will be treated in the manner described in our Privacy Policy, which can be found at Http://Www.ModaCircle.Com/PrivacyPolicy. Our Privacy Policy is incorporated into this Agreement, and you agree to its terms.

Your Permitted Use Of Services And Information

The services made available on the Site (collectively the "Services"), as well as any information provided through the Site (collectively, the "Information"), are provided for your personal use only and not for any for-profit or commercial activities or purpose or for resale, except as expressly permitted in this Agreement. No ModaCircle materials or property may be copied, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, transmitted, distributed or commercially exploited in any way, except as expressly permitted in this Agreement. ModaCircle's permission to you for your use of this Site expressly excludes commercial use by you of any Information concerning product descriptions or professional listings for the benefit of another merchant. You expressly are prohibited from any use of data mining, robots, or similar data gathering and extraction tools in your use of the Site. ModaCircle permits you to view and print a reasonable number of copies of web pages located on the Site for your own personal use, but not for any for-profit or commercial purpose or for resale; provided that

  • I. You Retain All Trademark, Copyright, And Other Proprietary Notices Contained In The Original Materials,
  • Ii. You Provide Attribution To ModaCircle,
  • Iii. The Material Is Printed In Its Entirety Without Modification, Reformatting Or Adaptation Of Any Kind, And
  • Iv. Any Such Copies Are Subject To The Terms And Conditions Of This Agreement And Remain The Property Of ModaCircle.
You understand and agree that you may not authorize any Information to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by any third party, and you agree that you will take all reasonable steps to prevent any unauthorized reproduction and/or other use of the Information. You agree to inform ModaCircle promptly of any such unauthorized use of which you are aware. Failure to abide by these conditions will immediately terminate this permission and may result in the infringement of the copyrights and/or trademarks and other proprietary rights of ModaCircle or others.

Postings And Other Submissions

As part of your use of the Site, you may participate and/or post content to activity wall, photo and video galleries and related comments and questions, company/entity, job and events listings, message boards, member communications and/or other public forums/groups and surveys (collectively, "Content"). Your participation is voluntary; however, by choosing to post this Content you acknowledge and agree that this Content may be viewed by the general public and will not be treated as private, proprietary or confidential. You hereby grant to ModaCircle and our affiliates, licensees and sublicensees, without compensation to you or others, a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute such Content, or any portion thereof, throughout the world in any format, media or distribution method (whether now known or hereafter created) for the duration of any copyright or other rights in such Content. Such permission shall be perpetual and may not be revoked for any reason, to the maximum extent permitted by law. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Content posted by you to or through this Site. ModaCircle acknowledges and agrees that you, or your licensors as applicable, retain ownership of any and all copyrights in the Content, subject to the non-exclusive rights granted to ModaCircle in the paragraph above, and that no ownership of such copyrights is transferred to ModaCircle under these terms. Further, with respect to Content in the form of photos and videos, and subject to ModaCircle product and user experience considerations:

  • a. ModaCircle Will Use Commercially Reasonable Efforts To Maintain The Attribution Of Such Photos As Submitted By You, And
  • b. ModaCircle Will Not License Or Sublicense To Third Parties Individual (Photo And/Or Video Content Or Collections Of Photo And Video Content Submitted By You, Except In Each Case For ModaCircle Business Purposes. "ModaCircle Business Purposes" Means Any Use In Connection With A ModaCircle-Branded Or Co-Branded Website, Application, Publication Or Service, Or Any Use Which Advertises, Markets Or Promotes The Site, The Services, The Information, ModaCircle, Or Its Affiliates.
By posting or providing any Content on the Site, you represent and warrant to ModaCircle that you own or have the right to use and permit us to use and license such Content in the manner stated in this Agreement. By way of example and not limitation, if you post or otherwise provide a photograph which includes an image of any person, you need to first obtain permission or a release from such person (or such person's parent/legal guardian if applicable) appearing in the photograph to use their image and permit us to use and license it as stated in this Agreement and you must be the owner or licensee of the copyright in the photograph, with the right to permit us to use it as stated in this Agreement. By way of further example and not limitation, if you post or otherwise provide a photograph and/or video of a pictorial, graphic, publication, artistic or promotional work that is protected by copyright, you need to first obtain permission or a release from the owner of the copyright in such work to reproduce and adapt their work and permit us to use it as stated in this Agreement and you must be the owner or licensee of the copyright in the photograph, with the right to permit us to use it as stated in this Agreement.

You agree not to post or provide any Content that belongs to any person other than yourself or that contains the name, voice or likeness of any person other than yourself unless you first obtain permission to do so, and to grant to us the rights granted in this agreement, from that person (or such person's parent/legal guardian, if applicable).

If you identify yourself by name or provide a picture or audio or video recording of yourself, you further authorize us and our affiliates, licensees and sublicensees, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now known or hereafter created) your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason, except as required by the applicable law.

You further agree that we may use the posted or provided Content in any manner that we deem appropriate or necessary. We reserve the right to edit or abridge any Content for any reason, and to edit, refuse to post or remove any Content submitted by you or others. We do not guarantee that we will post all Content submitted or that such content will not be offensive, defamatory or objectionable. Although we reserve the right to remove without notice any Content for any reason, we have no obligation to delete Content that you personally may find objectionable or offensive. We do not control in real time the Content posted via the Services and as such do not guarantee the accuracy, integrity or quality of such Content. In addition to other disclaimers found in this Agreement, we do not endorse or make any warranties or representations with respect to the accuracy, completeness or timeliness of any Content posted on the Site.

Third-Party Links

The Site may contain links to other websites (the "Third-Party Sites") for your convenience. We do not control the linked websites or the content provided through such Third-Party Sites. Your use of Third-Party Sites is subject to the privacy practices and terms of use established by the specific linked Third-Party Site, and we disclaim all liability for such use. The fact that we offer such links does not indicate any approval or endorsement by us of any linked Third-Party Site or any material contained on any linked Third-Party Site, and we disclaim any such approval or endorsement. We do not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites.

Acceptable Use Policy And Prohibited Products Policy

When using the Site, you agree to abide by common standards of etiquette and act in accordance with the law, as described further in our "Acceptable Use Policy." Improper use of the Site may result in termination of your access to and use of the Site, and/or civil or criminal liabilities.

Ownership

The Site is owned and operated by ModaCircle and its licensors. The Information and Services (and any intellectual property and other rights relating thereto) are and will remain the property of ModaCircle and its licensors and suppliers. The Information and Services are protected by U.S. and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable. Except as set forth in this Agreement, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sub-license, sell, reverse engineer, decompile, or disassemble any part of the Site or any Service or Information without our prior written permission. The Site, Information, and Services may be used solely

  • a. To The Extent Permitted In This Agreement Or
  • b. As Expressly Authorized In Writing By ModaCircle Or, If So Indicated In Writing By ModaCircle, Its Licensors Or Suppliers. Use Of The Site Or Any Services Or Information For Any Other Purpose Is Strictly Prohibited. You Acknowledge That You Do Not Acquire Any Ownership Rights By Using The Site Or Any Services Or Information.
The trademarks, logos, and service marks displayed on the Site (collectively, the "Trademarks") are the registered and unregistered trademarks of ModaCircle, ModaCircle licensors and suppliers, and/or others.

Nothing contained in this Agreement or the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks without the express written permission of ModaCircle, ModaCircle licensors or suppliers, or the third party owner of any such Trademarks, except as set forth in the following paragraph. You acknowledge and agree that all rights in and to the ModaCircle Trademarks are our exclusive property, and any goodwill generated by your use of any ModaCircle Trademarks will inure to our exclusive benefit. You will not take any action that is in conflict with our rights in or ownership of any our Trademarks.

ModaCircle Buttons, Links and Widgets

You have permission to use the ModaCircle buttons, links and widgets, subject to the terms of this Agreement (including the disclaimers and limitations of liability) and the further understanding that:

  1. your use of such buttons, links and widgets link only to the Site;
  2. you do not modify such buttons, links, widgets or associated code in any manner;
  3. you do not use any such buttons, links, widgets in any manner which implies or suggests that ModaCircle operates, endorses, sponsors or recommends the website on which such buttons, links and widgets are used; and
  4. the use of such buttons, links and widgets, and the website on which such buttons, links and widgets are used do not violate the ModaCircle's Acceptable Use Policy. We retain the right to revoke the permission to use such buttons, links and widgets at any time for any reason.
Copyright Policy

ModaCircle has adopted and implemented the ModaCircle Copyright Policy in accordance with the Digital Millennium Copyright Act. For more information, please read our Copyright Policy.

Security

We care about the security of our users. While we work to protect the security of your content and account, ModaCircle cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account.

Third-Party Links, Sites, and Services

Our Products may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by ModaCircle. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from ModaCircle, you do so at your own risk and you agree that ModaCircle will have no liability arising from your use of or access to any third-party website, service, or content.

Termination

ModaCircle may terminate or suspend this license at any time, with or without cause or notice to you. Upon termination, you continue to be bound by Sections 2 and 6-12 of these Terms.

Indemnity

If you use our Products for commercial purposes in violation of Section 1(c), as determined in our sole and absolute discretion, you agree to indemnify and hold harmless ModaCircle and its officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of our Products, (b) your User Content, or (c) your breach of any of these Terms.

Disclaimers

The Products and all included content are provided on an "as is" basis without warranty of any kind, whether express or implied.

ModaCircle SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ModaCircle takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our Products. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MODACIRCLE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL MODACIRCLE'S AGGREGATE LIABILITY EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).

Arbitration

For any dispute you have with ModaCircle, you agree to first contact us and attempt to resolve the dispute with us informally. If ModaCircle has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless you and ModaCircle agree otherwise, the arbitration will be conducted in the county where you reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU ANDMODACIRCLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of California, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of a state court located in Orange County, California or the United States District Court for the Southern District of California, for any actions not subject to Section 10 (Arbitration). Our Products are controlled and operated from the United States, and we make no representations that they are appropriate or available for use in other locations.

General Terms

Notification Procedures and changes to these Terms. ModaCircle reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you. By continuing to access or use the Products after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Products.

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ModaCircle without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Entire Agreement/Severability. These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with ModaCircle in connection with the Products, shall constitute the entire agreement between you and ModaCircle concerning the Products. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and ModaCircle's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.