PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF THIS WEBSITE AND THE PRODUCTS AND SERVICES PROVIDED HEREUNDER CAREFULLY. THIS IS A BINDING AGREEMENT.
The “Website” refers to all of the websites at www.notjustalookbook.com, www.nuorder.com, and any of their subdomains, or a successor website as indicated by Company. “Company”, “we”, or “us” refers to NuOrder, Inc., the owner and operator of this Website, or any successor to ownership of the Website.
“You”, “you” or “yours” refers to any user of the Website, including but not limited to all Brand Users or holders of Brand Accounts or Buyer Accounts.
Any attempt by you to supplement or modify this Agreement will be considered an attempted material alteration of this Agreement and such attempted material alteration is therefore null and void.
This Website is an information exchange website. Users subscribe to it for the right to communicate with others and to post material and information they wish others to search, review, find, or otherwise use. The Company does not provide this material or information, does not review it for accuracy, and makes no representations or warranties regarding it. While users of the Website may use it to facilitate transactions, including but not limited to, the sale and purchase of apparel and related items, this Website and the Company are not parties to such transactions.
The Website may contain links to websites maintained by third parties ("Third Party Websites"), including service providers. Such links to Third Party Websites are provided for your convenience and reference only. Company does not operate or control and is not responsible for, any content, software, products or services available on Third Party Websites. Company's inclusion of links to Third Party Websites does not imply endorsement, warranty, guarantee or recommendation of them, or of the content, property, products or services of the sponsoring organization thereof.
Since we are not a party to your transactions with others on the Website, we have no fiduciary, agency or other due diligence or disclosure obligation to or for you. However, you should consider that, among other things, property, products and/or services listed on the Website;
The information available to you on or through this Website is not a substitute for the services of trained professionals in any pertinent field. In particular, you should regularly consult a qualified attorney and/or other expert in all matters relating to import, export, licensing and manufacturing of the property, products or services you order, including but not limited to laws and requirements related to taxes, pricing (including but not limited to price fixing and other anti-trust matters) and intellectual property. We make no representations or warranties to any person concerning any information, product, service or property provided on or through this Website).
Company does not make any representation, warranty or guarantee regarding the accuracy of content posted or transmitted via the Website, the property, products and services provided by Company, the products, property and services listed by others on or through the Website, or data loss (including but limited to whether such may occur or not). Company advises you independently to verify all such information and offerings. Company does not buy or sell, or represent any buyer or seller of, property, products and/or services on the Website, and disclaims any and all liability for the sale or attempted sale of property, products and services on and through the Website. Company makes no guarantee, whether express or implied, that you will find property, products or services that meet your specifications. In addition, Company may make changes and improvements to the Website at any time. Company makes no representation or warranty as to the quality or qualification of any property, products or services of sellers, buyers, service provider, or any third party appearing on or through the Website, and is not responsible or liable for any acts or omissions committed such third parties.
You further acknowledge and agree that:
THE WEBSITE, ITS CONTENT, THE PROPERTY, PRODUCTS AND SERVICES OF THE COMPANY AND OTHERS, INCLUDING BUT NOT LIMITED TO THAT LISTED ON THE WEBSITE, ARE PROVIDED "AS IS" AND "AS AVAILABLE". COMPANY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATEVER RELATING TO THE WEBSITE, ITS CONTENT, THE PROPERTY, PRODUCTS AND/OR SERVICES OF COMPANY, AND THE PROPERTY, PRODUCTS, SERVICES AND PROPERTY OF OTHERS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. COMPANY MAKES NO GUARANTEE THAT THE CONTENT OF THE WEBSITE IS UP-TO-DATE, ACCURATE OR COMPLETE, AND YOU SHOULD NOT RELY ON OR ASSUME ITS ACCURACY FOR ANY DECISION OR TO TAKE ANY ACTION. COMPANY HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT LOSS OF YOUR DATA WILL NOT OCCUR. COMPANY HEREBY DISCLAIMS ANY WARRANTY THAT THE WEBSITE, ITS CONTENT, THE PROPERTY, PRODUCTS AND SERVICES OF COMPANY, OR THE PRODUCTS, SERVICES AND PROPERTY OF OTHERS WILL BE FREE OF INTERRUPTION OR DEFECTS, OR THAT THE WEBSITE IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
BY YOUR USE OF THE WEBSITE, ITS CONTENT, OR THE PROPERTY, PRODUCTS OR SERVICES OF COMPANY, YOU AGREE AND ACKNOWLEDGE THAT YOUR USE OF SUCH IS AT YOUR OWN RISK. NEITHER COMPANY NOR ITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, ATTORNEYS OR OTHER REPREENTATIVES OR ASSOCIATES ARE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE WEBSITE, ITS CONTENT OR THE USE OF THE PROPERTY, PRODUCTS OR SERVICES OF COMPANY, OR WITH DELAY OR INABILITY TO USE THE WEBSITE (INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA), WHETHER ARISING FROM CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY AND REGARDLESS OF WHETHER OR NOT YOU KNOW, SUSPECT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
If you are a California resident or otherwise have a presence in California, you waive California Civil Code § 1542, which says "A release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if not known to him or her must have materially affected his or her settlement with the debtor."
TO THE EXTENT THAT ANY LIMITATION OF LIABILITY SET FORTH IN THIS SECTION IS UNENFORCEABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR: (A) THE GREATER OF LOSSES OR DAMAGES IN EXCESS OF THE AMOUNT OF SUBSCRIPTION OR OTHER FEES ACTUALLY PAID BY YOU WITHIN THE TWELVE MONTHS PRIOR TO THE CLAIM OR THE MINIMUM AMOUNT REQUIRED UNDER APPLICABLE LAW; OR (B) ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES.
Company reserves the right to terminate your use of the Website, except that arising from a current unterminated Brand Subscription, for any reason at any time, without notice.
Regarding any Brand Accounts, Buyer Accounts, or Brand Subscriptions, such may be terminated by the Company by termination of the applicable Term as set forth in Section 2.2 of Appendix A.
If you are holder of a Brand Account and wish to deactivate or terminate your account, contact the Company and indicate such by:
If you are a user who did not pay for a subscription to the website, such as the holder of a Buyer Account, you must request from all Brand Users that created your account or associated your account with them to cancel your account. Termination or deactivation of such a Buyer Account will be in the discretion of such Brand Users. If your Buyer Account, if you have one, has been incorrectly affiliated with other Buyer Accounts, contact the Brand User who created such affiliation to correct such incorrect affiliation.
On termination, your ability to use the Website will end
The Website currently allows Brand Users and holders of Buyer Accounts to save all orders as PDF’s and to export order summaries in a CSV format. It is your responsibility to maintain back-up copies of your data at all times. As such, for avoidance of doubt, in the event of termination of any account, the Company does not have an obligation to provide any of the account data to any party.
You agree to comply with:
The contents of this Website are protected by copyright and trademark laws, and are the property of their respective owners. Unless Company says otherwise, you may access the materials located within the Website only for your use and the use of your employer. This means you may only use posted materials for the purpose for which the information or material was made available to you by its owner or the conditions such owner indicates to you as to such information and material, so long as you neither change nor delete any author attribution, trademark, legend or copyright notice. When you download copyrighted material, you do not obtain any ownership rights in that material.
You shall not disassemble, decompile, manipulate or reverse engineer the Website, and shall take all necessary steps to prevent such activity. Under no circumstances shall you sell, license, publish, display, copy, modify, transmit, distribute, or exploit the Website (or the content therein), or otherwise make available the Website (or any products, services or property provided herein) in any form or by any means, including without limitation the transfer to a third party, except as expressly permitted in this Agreement. Only if you obtain prior written consent from Company and from all other entities with an interest in the relevant intellectual property may you publish, display or commercially exploit any material from the Website. You will take all reasonable steps to protect the security of the Website, and to prevent unauthorized use or disclosure thereof. You are responsible for all access to and use of the Website by means of your equipment or under your user ID and password, whether or not you have knowledge of or authorized such access or use. You shall be responsible for maintaining the confidentiality of all assigned user IDs and passwords, and you shall be responsible for all charges relating to the use of such user IDs and passwords, whether or not authorized by you.
If there is a breach of the confidentiality of a password or user account ID assigned to a holder of an account, or any breach of security through such user's account, such user has an obligation to and shall notify Company immediately via the same methods set forth above for the termination of an account.
You must abide by all additional copyright notices or other restrictions on the Website.
You agree not to do any of the following while using the Website, in relation to another user of the website, or to or perpetrate against the Company:
Company has the right, but not the obligation, to remove any information provided by you which it has a good faith belief is incorrect, misleading, or in violation of law.
All content included on this Website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Company or its content suppliers (including the Buyers and Sellers, as applicable) and protected by United States and international copyright laws. The compilation of all content on this Website is the exclusive property of the Company and protected by U.S. and international copyright laws.
The Company name and other Company logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Company or its affiliates in the U.S. and/or other countries. Company’ trademarks and trade dress may not be used in connection with any product or service that is not Company’, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Company. All other trademarks not owned by Company or its affiliates that appear on this Website are the property of their respective owners, who may or may not be connected to or sponsored by Company or its affiliates.
The Website is and shall remain the sole and exclusive property of Company. You shall have only the limited rights with respect to the Website as expressly granted in this Agreement, and all rights not expressly granted herein are reserved by Company. You acknowledge and agree that only Company shall have the right to alter, maintain, enhance or otherwise modify the Website, or its products or services.
Company reserves the right to modify or to discontinue the Website and any products or services provided by Company hereunder, with or without notice to you. Company shall not be liable to you in the event that Company exercises its rights under this Section.
YOU AGREE THAT YOU WILL INDEMNIFY, DEFEND AND HOLD THE COMPANY AND THE COMPANY’S PARENTS, AFFILIATES, SUBSIDIARIES, RELATED ENTITIES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND CUSTOMERS (COLLECTIVELY, “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES (COLLECTIVELY, “LOSSES”), INCURRED BY THE COMPANY AND THE INDEMNIFIED PARTIES AS A RESULT OF OR ARISING FROM (A) ANY ACTUAL OR ALLEGED INFRINGEMENT OR VIOLATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY, INTELLECTUAL PROPERTY RIGHTS, OR OTHER RIGHTS BY YOU; (B) THE FAILURE OR ALLEGED FAILURE OR DEFECT OF ANY PRODUCTS, PROPERTY OR SERVICES PROVIDED OR OFFERED BY YOU (INCLUDING BUT NOT LIMITED TO THEIR FAILURE TO COMPLY WITH THEIR SPECIFICATIONS OR WITH ANY EXPRESS OR IMPLIED WARRANTIES); (C) THE VIOLATION OR ALLEGED VIOLATION OF ANY LAW, STATUTE OR GOVERNMENTAL ORDINANCE DUE OR RELATED TO YOU; (D) ANY ACTUAL OR ALLEGED UNFAIR BUSINESS PRACTICES, FALSE ADVERTISING, MISREPRESENTATION OR FRAUD ENGAGED IN BY YOU; (E) ANY ACTUAL OR ALLEGED PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM OR RELATING TO YOUR CONDUCT; (G) ANY ACTUAL OR ALLEGED BREACH BY YOU OF ANY AGREEMENT OR OBLIGATION YOU HAVE WITH ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANY OTHER USER OF THE WEBSITE; (H) ANY ACT OR OMMISSION BY YOU WITH REGARD TO ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO THE ACTUAL OR ALLEGED COMMISSION OF ANY TORTS; AND (I) ANY BREACH OR ALLEGED BREACH OF YOUR REPRESENTATIONS OR WARRANTIES OR ANY PROVISION OF THIS AGREEMENT BY YOU. THIS SECTION WILL NOT BE CONSTRUED TO LIMIT OR EXCLUDE ANY OTHER CLAIMS OR REMEDIES THAT THE COMPANY OR ITS RESPECTIVE AFFILIATES, SUCCESSORS AND ASSIGNS (AND ITS AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS) MAY ASSERT.
For as long as an entity is a user of the Website, including but not limited to Brand Users, Buyers, the holders of Brand Accounts, and the holders of Buyer Accounts, Company is granted the right to use such entity’s name and logos in order to indicate that such entity is a user of the Website.
It is the policy of the Company to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. If you believe that your copyrighted work has been copied and is accessible on the Website in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in a “DMCA Notice”:
Our agent for DMCA notice of claims of copyright infringement on the Website can be reached as follows:
By postal mail:
Please place "Legal Support, DMCA" in the Subject Header.
Please note that you may be liable for damages (including attorneys' fees and other costs) if you materially misrepresent a claim that content is infringing upon your copyright. Therefore, if you are not sure if material available online infringes your copyright (it may be protected under exceptions to the copyright law, like fair use), we suggest that you contact legal counsel before submitting any claim.
Please note that a copy of each legal notice and claim (without your personal information) could be sent to a third-party for publication and annotation. You can see examples of such a publication at http://www.chillingeffects.org/dmca512/notice.cgi.
This contact information is only for reporting copyright infringement.
YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY BINDING ARBITRATION IN LOS ANGELES, CALIFORNIA. THUS, YOU GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS AND TO SERVE AS A PRIVATE ATTORNEY OR IN ANY OTHER REPRESENTATIVE CAPACITY IN CONNECTION WITH A DISPUTE. YOUR RIGHTS WILL BE DETERMINED BY A ARBITRATOR AND NOT A JUDGE OR JURY. YOU AND COMPANY RETAIN THE RIGHT TO PURSUE INJUNCTIVE RELIEF IN COURT, AND AGREE TO SUBMIT EXCLUSIVELY TO THE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN LOS ANGELS, CALIFORNIA, FOR THAT PURPOSE.
You also acknowledge and understand that, with respect to any Dispute, in the event the Company incurs attorney fees or expenses in connection with the collection of sums owed to us by you under this Agreement, we shall be entitled to recovery of those fees and expenses from you.
Appendix A – Subscription Terms
Section 1- Definitions:
Section 2- Subscriptions:
A Brand Subscription is limited to the associated Brand Subscription Term, subject to payment of the applicable Brand User Subscription Fee, and subject to these Terms and Conditions (i.e. this Agreement).
A Brand Subscription, except to the extent otherwise indicated in the applicable Brand Subscription Agreement, grants a Brand User the following with respect to one associated Brand and its associated Brand Line (but limited to the Brand Line Limit as set forth in the Brand Subscription Agreement), during the associated Brand Subscription Term:
Term; Term Extension; Payment of Fees; Termination:
Unless either party provides written notice to the other at least 30 days prior to the end of a Brand Subscription Term of non-renewal of the Brand Subscription Agreement, the Brand Subscription Term shall be extended by a period equal to the original non-extended length of the Brand Subscription Term (except to the extent Company provides written notice of a different length to the extension at least 60 days before such extension begins). The Brand Subscription Term may be extended multiple times in the aforementioned manner.
Upon and for each one year extension of a Brand Subscription Term, upon receipt of invoice Brand User shall promptly pay (but in no event later than 5 business days prior to the start of such extension of the Brand Subscription Term) to the Company the Brand User Subscription Fee as determined by the applicable Brand Subscription Agreement.
In addition, for each additional Brand User Account subscribed for beyond those as set forth in the Brand Subscription Agreement (excluding those that Brand User indicates in writing 30 days prior to the extension of the Brand Subscription Term, that it will not renew), upon receipt of invoice Brand User shall promptly pay (but in no event later than 5 business days prior to the start of such extension of the Brand Subscription Term) to the Company the Brand User Account Fee as determined by Brand Subscription Agreement.
Notwithstanding the foregoing, the Company may change the Brand User Account Fee and Brand User Subscription Fee in a Brand Subscription Agreement for an extension of the Brand Subscription Term by written notice to a Brand User of the change 60 days prior to such extension.
Restrictions on Brand Users and Holders of Buyer Accounts:
Brand User shall have the sole responsibility to upload any images or upload or maintain product and service information related to its Brand Line that is associated with its Brand Subscription, to the extent allowed as set forth herein.
If Company assists the Brand User in any way by uploading content, the Brand User agrees and acknowledges that such Brand User is solely responsible to check all such information has been uploaded and integrated onto the Website correctly and accurately.
The Company in its discretion may designate certain updates, upgrades and/or features to the Websites as "Free Updates". Such may include, in the Company’s discretion, certain bug fixes and enhancements. Free Updates may be introduced into the Website at anytime in the discretion of the Company. Free Updates may contain significant new features and enhancements and are provided at no extra charge to Brand Users. Free Updates may be based on user feedback, technical feasibility, and other factors. The Company intends to, but is not required to, provide notification of Free Updates by email.
The Company in its discretion may designate certain updates, upgrades and/or features to the Websites as "Paid Updates". The Company in its discretion may offer these Paid Updates to Brand Users or other users of the Website, and in such case such Paid Updates shall be pursuant to the terms, conditions and fees set forth in such offer. Paid Updates shall be considered part of any Brand Subscription or any other subscription unless separately agreed to in writing.
Company shall provide reasonable technical support regarding the Website to Brand User by email and/or phone during its normal business hours (9 A.M. to 5 P.M., PDT) during its normal business days (i.e. excluding weekends, holidays, bank holidays and holidays of the Company). For avoidance of doubt, while Company intends to respond to support requests within 24 hours, it is not obligated to do so.