Terms And Conditions
TERMS AND CONDITIONSThis Agreement ("Agreement") is by and between Fashion Whistle and You. This Agreement sets forth the terms and conditions of Your use of Fashion Whistle and services and products ("Services") and explains Fashion Whistles obligations to You and Your obligations to Fashion Whistle in relation to the Software and Services You purchase.
This Agreement as well as any additional Fashion Whistle policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and Fashion Whistle concerning Your use of the Software and Services, and supersede and govern all prior proposals, agreements, or other communications. All Fashion Whistle policies and agreements specific to particular Software and Service are incorporated herein and made part of this Agreement by reference. By purchasing and/or using Fashion Whistles Website's Software or Services, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which Fashion Whistle may establish from time to time, and any agreements that Fashion Whistle is currently bound by or will be bound by in the future. In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with Fashion Whistle, whether or not the transactions were on Your behalf. You acknowledge that Fashion Whistle's acceptance of any application made by You for Services will take place at Fashion Whistles Website's registered offices located in Boca Raton, FL 33496. The General Terms in Section A apply to all Members, Boutiques and their authorized representatives and any and all Users of Fashion Whistle. The Software and Services Specific Agreements incorporated in Section B apply to all Users, who have purchased or used those referenced Services, along with any other services an products that may be offered from time to time.
GENERAL TERMS APPLICABLE TO ALL PRODUCTS AND SERVICESYou agree that Fashion Whistle may modify this Agreement and the Services from time to time. You agree to be bound by any changes we may reasonably make to this Agreement when such changes are made. If You have purchased Services or Software from Fashion Whistle, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Software or Services. In the event You terminate Your usage, Fashion Whistle will not refund any amounts You have paid. You agree that Unique Websites shall not be bound by any representations made by third parties who You may use to purchase Services from Fashion Whistle, and that any statement of a general nature, which may be posted on the Web site or contained in promotional materials, will not bind Fashion Whistle.
You agree that You will be responsible for notifying Fashion Whistle should You desire to terminate Your use of the Services. Notification of Your intent to terminate must be provided to Fashion Whistle no earlier than 10 days prior to Your billing date but no later than three days prior to Your billing date.
ACCURATE INFORMATION.You agree to maintain accurate information by providing updates to Fashion Whistle, as needed,about your promotions, while You are using the Services. You agree that You will notify Fashion Whistle within five (5) business days of any change of your information, You provided as part of the application and/or registration process. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by Fashion Whistle regarding the validity of information provided by You, or any other inquiries that may be made by Fashion Whistle form time to time, will constitute a material breach of this Agreement.
NO UNLAWFUL CONDUCT OR IMPROPER USE.As a condition of Your use of Fashion Whistles Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, which may change from time to timeand You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree that You will not be entitled to a refund of any fees paid to Fashion Whistle if, for any reason, it needs to take corrective action with respect to Your improper or illegal use of its Services.
Fashion Whistle reserves the right at all times to disclose any information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Fashion Whistles sole discretion.
If You have purchased Services, Fashion Whistle has no obligation to monitor Your use of the Services. Fashion Whistle reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. Fashion Whistle reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever.
Except as set forth below, Fashion Whistle may also cancel Your use of the Services, if You are using the Services, in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; illegal access to other computers or networks (i.e., hacking); electronic execution, this Agreement or similar destructive activities; and activities designed to harm or use unethically minors in any way. In the event Fashion Whistle deletes Your Services because they are being used in association with spam or morally objectionable activities, no refund will be issued. You agree You will not be entitled to a refund of any fees paid to Fashion Whistle, for any reason,that Fashion Whistle takes corrective action with respect to Your improper or illegal use of its Services.
You understand and agree that all content and materials contained in this Agreement, other policies, the Fashion Whistle web site, and any affiliated web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws as well as any other applicable proprietary rights and laws, and that Fashion Whistle or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that no license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise. You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code.
Fashion Whistle reserves all rights to the Software. The source code and its organization are the exclusive property of Fashion Whistle, and the Software is protected by copyright, including United States Copyright Law. Except as expressly provided for in this section, this Agreement does not grant You any rights in the Software and all rights are reserved by Fashion Whistle.
As consideration for the use of the Software or Services provided to You and provided to You by Fashion Whistle ,You agree to pay Fashion Whistle at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. Fashion Whistle expressly reserves the right to modify pricing through email notification and/or notice on its Web site. Payment may be made by You by providing either a valid credit card, or if applicable, a sufficiently funded PayPal account (collectively, the "Payment Method"). Your Payment Method on file must be kept valid if You have any active products or services in Your account
If You selected the automatic renewal option, Fashion Whistle will automatically renew Your Services when they come up for renewal and will take payment from the Payment Method You have on file with Fashion Whistle, at Fashion Whistles then current rates.
If for any reason Fashion Whistle is unable to charge Your Payment Method for the full amount owed to Fashion Whistle for the Services provided, or if Fashion Whistle is charged a penalty for any fee it previously charged to Your Payment Method, You agree that Unique Fashion Whistle may pursue all available remedies in order to obtain payment. If You pay by credit card and if for any reason Fashion Whistle is unable to charge Your credit card with the full amount of the Services provided, or if Fashion Whistle is charged back for any fee it previously charged to the credit card You provided, You agree that Fashion Whistle may pursue all available remedies in order to obtain payment. You agree that among the remedies it shall include, but will not be limited to, immediate cancellation without notice to You or Services registered by you or renewed on Your behalf. Fashion Whistle reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties You have elected to use as payment methods, including PayPal, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You.
You agree that You are solely liable for arranging that Your Services are renewed, and that Fashion Whistle shall not be liable to You or any third party if it is unable to charge Your Payment Method in order to renew Your services.
Pay by PayPalBy using by PayPal, Inc. ("PayPal") for the Software and Services purchased by You and provided to You by Fashion Whistle, You agree to allow PayPal to debit the full amount of this transaction from Your PayPal account balance or the Preferred Funding Source You established with PayPal, which is non-refundable. It is Your responsibility to keep Your PayPal Account current, to have available funds in it and to have Your PayPal Account backed by a valid credit card. If for any reason PayPal is unable to withdraw the full amount owed for the Services provided, You agree that PayPal and Fashion Whistle may pursue all available remedies in order to obtain payment. You agree that if the transaction is returned unpaid, You will pay a service charge of $35.00 or the maximum amount allowed by law, which may be debited from Your account by PayPal or charged to Your Preferred Funding Source.
By clicking the box labeled "I agree" to the terms of the Pay by PayPal terms, You authorize the information provided to be used for the creation of an electronic funds transfer (EFT), and You authorize a debit of THE FULL AMOUNT of Your order from Your PayPal Account or Preferred Funding Source.
REPRESENTATIONS AND WARRANTIES.You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You warrant that each action You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's trademark or trade name.
Fashion Whistle expressly reserves the right to deny or cancel at its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Fashion Whistle as well as its affiliates, subsidiaries, officers, directors and employees.
LIMITATION OF LIABILITY.IN NO EVENT SHALL FASHION WHISTLE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLDUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF FASHION WHISTLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
DISCLAIMER OF WARRANTIES.FASHION WHISTLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SUCH SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. FASHION WHISTLE MAKES NO WARRANTY THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR RESULTS OF, ANY OF THE SERVICES IT PROVIDES, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH EVENT THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
INDEMNIFICATION.You agree to defend, indemnify and hold harmless Fashion Whistle and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand for the use of the Software or Services You purchased from Fashion Whistle or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold Fashion Whistle harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or wilful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. You agree You will not be entitled to a refund of any fees paid to Fashion Whistle if, for any reason,,Fashion Whistle takes corrective action with respect to Your improper or illegal use of its services.
NOTICES.You agree that all notices (except for notices concerning breach of this Agreement) from Fashion Whistle may be sent to you by e-mail or US Postal Services. Notices concerning breach will be sent either to the email or postal address You have on file. In either case, delivery shall be deemed to have been made five (5) days after the date sent.
Notices from You to Fashion Whistle shall be made either by email or sent to the address provided..
HEADINGSThe headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.
ENTIRE AGREEMENT.You agree that this Agreement including the policies and agreements it refers to constitute the complete and only Agreement between You and Fashion Whistle regarding the Services contemplated herein.
SEVERABILITY.You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.
WAIVER.The failure of Fashion Whistle to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right thereafter to enforce such provisions.
FORCE MAJEURE.Fashion Whistle will make every effort to keep its Web site and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold Fashion Whistle liable for any of the consequences of such interruptions.
NO THIRD PARTY BENEFICIARIES.Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Disclosure StatementFashion Whistle collects Business information for some or all of the following purposes: * to deliver products or services for you * to complete advertising with you or on your behalf * to better understand your requirements and preferences * to improve our service to our members * to provide promotional offers that are of greater interest to our members or benefit to you If you do not provide any information requested, Fashion Whistle may not be able to either provide you with information about products or services that you offer on a timely basis.
Use Or Disclosure Of Your Business InformationFashion Whistle will use and disclose business information for the primary purpose for which the personal information was collected or for purposes related to or ancillary to that primary purpose From time to time Fashion Whistle engages third party contractors to carry out work. Third party contractors are prohibited from using collected information, except for the specific purpose for which that information has been supplied to the contractor.
Sharing InformationFashion Whistle may disclose information upon the basis that the purpose is for which that information was originally collected.
Access to InformationFashion Whistle will provide You with access to information held by it about you, subject to any limitations or exceptions in the Privacy Act. Fashion Whistle will deal with requests for access within a reasonable time. Fashion Whistle will take reasonable steps to ensure that information is up-to-date when collected or used. If any information held about you is incorrect, you should contact Fashion Whistle immediately, so that reasonable steps to correct incorrect information about you .
SecurityFashion Whistle protects your information from misuse and unauthorized disclosure. Information may be stored in hard copy or and will be stored in electronic or data information storage systems. Fashion Whistle and it's internet service provided maintain network and computer security.