Terms of Service
Terms of Service
Acceptance of Terms
MODAVILLE may change this AGREEMENT from time to time without prior notice. You can review the most current version of this AGREEMENT at any time at https://www.modaville.com/terms. The revised terms and conditions will become effective upon posting and if you use the SERVICES after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this AGREEMENT is not acceptable to you, your only remedy is to stop accessing and using the SERVICES.
Description of services
The SERVICES includes (a) the SITE, (b) MODAVILLE’s apparel retailing services and related technologies to help customers (“CUSTOMERS”) receive and send in apparel, and (c) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “CONTENT”). Any new features added to or augmenting the SERVICES is also the subject to this AGREEMENT.
General Conditions; Access and Use of the Service
Subject to the terms and conditions of this AGREEMENT, you may access and use the SERVICES only for lawful purposes. All rights, title and interest in and to the SERVICES and its components will remain with and belong exclusively to MODAVILLE. You shall not (a) sublicense, lease, rent, resell, transfer, assign, time share or otherwise commercially exploit or make the SERVICES available to any third party. You shall be responsible for all use of the SITE by means of usernames and passwords issued to you. It is your responsibility to safeguard your usernames and passwords and keep them confidential, and to avoid use of usernames and passwords on public computers or in any manner that would allow a third party to access your account. Your use of your username and password authenticates your identity as Member, and MODAVILLE is entitled to act on transaction instructions received when your username and password is used, regardless of whether their use is authorized by you; (b) use the SERVICES in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the SERVICES or its components, or (c) modify, adapt or hack the SERVICES to, or otherwise attempt to gain unauthorized access to the SERVICES or its related systems or networks. Unless you are a registered partner (“PARTNER”), the SERVICES are for your personal use and may not be used for direct commercial endeavors. You shall comply with any codes of conduct, policies or other notices MODAVILLE provides you or publishes in connection with the SERVICES, and you shall promptly notify MODAVILLE if you learn of a security breach related to the SERVICES.
Any software that may be made available by MODAVILLE in connection with the SERVICES contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this AGREEMENT, if you are a PARTNER of MODAVILLE, MODAVILLE hereby grants you a personal, non- transferable, non-sublicensable and non-exclusive right and license to use the Software on the website URLs you provide in your PARTNER Account solely in connection with the SERVICES, provided that, except for the source code of software made available by MODAVILLE pursuant to an open source license, you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any software. You agree not to access the SERVICES by any means other than through the interface that is provided by MODAVILLE for use in accessing the SERVICES. Any rights not expressly granted herein are reserved and, except as expressly provided herein, no license or right to use any trademark of MODAVILLE or any third party is granted to you in connection with the SERVICES.
You are solely responsible for all data, text, information, feedback, suggestions, content and other materials that you upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the SERVICES (“YOUR DATA”), whether as a PARTNER, end-user or otherwise. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. MODAVILLE reserves the right to access your account in order to respond to your requests for technical support. By posting YOUR DATA on or through the SERVICES, you hereby do and shall grant MODAVILLE a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub licensable and transferable license to use, modify, reproduce, distribute, display, publish and perform your information in connection with the SERVICES. MODAVILLE has the right, but not the obligation, to monitor the SERVICES or YOUR DATA. You further agree that MODAVILLE may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
You understand that the operation of the SERVICES, including YOUR DATA, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to MODAVILLE’s third party vendors and hosting PARTNER to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the SERVICES. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of YOUR DATA. MODAVILLE will have no liability to you for any unauthorized access or use or any corruption, deletion, destruction or loss of any of YOUR DATA.
The SERVICES may provide, or third parties such as PARTNER may provide, links or other access to other sites, and resources on the Internet. MODAVILLE has no control over such sites and resources, nor PARTNER sites and resources, and MODAVILLE is not responsible for and does not endorse such sites and resources. Such third parties or the applicable PARTNER and not MODAVILLE, are the providers of other sites and resources and are solely responsible for providing any goods or services you purchase on third party or PARTNER sites. You further acknowledge and agree that MODAVILLE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, or third party offers available on or through any such site or resource. Any dealings you have with third parties found while using the SERVICES are between you and the third party, and you agree that MODAVILLE is not liable for any loss or claim that you may have against any such third party. MODAVILLE enables these features merely as a convenience and the inclusion of such features does not imply an endorsement or recommendation.
The failure of MODAVILLE to exercise or enforce any right or provision of this AGREEMENT shall not be a waiver of that right. You acknowledge that this AGREEMENT is a contract between you and MODAVILLE, even though it is electronic and is not physically signed by you and MODAVILLE, and it governs your use of the SERVICES and takes the place of any prior agreements between you and MODAVILLE. If you are a PARTNER, MODAVILLE reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on SITE and in other communication with existing or potential MODAVILLE PARTNER. To decline MODAVILLE this right you need to email at [email protected] stating that you do not wish to be used as a reference.
There is no fee to join MODAVILLE. However, if to the extent the SERVICES or any portion thereof is made available for any fee, you will be required to select a payment plan and provide MODAVILLE information regarding your credit card or other payment instrument. You represent and warrant to MODAVILLE that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay MODAVILLE the amount that is specified in the payment plan in accordance with the terms of such plan and this AGREEMENT. You hereby authorize MODAVILLE to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let MODAVILLE know within sixty (60) days after the date that MODAVILLE invoices you. We reserve the right to change MODAVILLE’s prices. If MODAVILLE does, MODAVILLE will provide notice of the change on the SITE or in email to you, at MODAVILLE’s option, at least 30 days before the change is to take effect. Your continued use of the SERVICES after the price change becomes effective constitutes your agreement to pay the changed amount. We may choose to temporarily reduce fees for our services for promotional events (like free giveaways around the holidays) or new services, and such changes are effective when we post the temporary promotional event or new service on the sites. Without notice and at our sole discretion, we reserve the right to cancel any promotion, discount, coupon or similar incentive before its originally stated expiration date.
Our goal at SITE is to provide accurate product and pricing information. Unfortunately, at times pricing or typographical errors may occur. SITE cannot confirm the price of an item until after you order the item. In the event that an item is listed at an incorrect price or contains incorrect information due to an error in pricing or product information, SITE shall reserve the right, at our sole discretion, to refuse or cancel any orders placed for that item. In the event that an item is misplaced, SITE may, at our discretion, either contact you for instructions or cancel your order and notify you of such cancellation. Prices and availability are subject to change without notice. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with our sites and services in a timely manner with a valid payment method, as indicated on the SITE. If your payment method fails, or your account is past due, we may collect fees owed using other collection mechanisms. This includes, without limitation, charging other payment methods on file with us, retaining collection agencies and legal counsel, and for accounts over 180 days past due, deducting the amount owed from your PayPal or other similarly approved online payment account.
Representations and Warranties
You represent and warrant to MODAVILLE that (a) you have full power and authority to enter into this AGREEMENT; (b) you own all YOUR DATA or have obtained all permissions, releases, rights or licenses required to engage in your billing, posting and other activities in connection with the services without obtaining any further releases or consents; (c) YOUR DATA and other activities in connection with the SERVICES, and MODAVILLE’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortuous, offensive or harassing; and (d) you are eighteen (18) years of age or older.
You have the right to terminate your account at any time by sending an email to [email protected] MODAVILLE reserves the right to (a) modify or discontinue, temporarily or permanently, the SERVICES (or any part thereof) and (b) refuse any and all current and future use of the SERVICES, suspend or terminate your account or use of the SERVICES and remove and discard any of YOUR DATA in the SERVICES, for any reason, including if MODAVILLE believes that you have violated this AGREEMENT. MODAVILLE shall not be liable to you or any third party for any modification, suspension or discontinuation of the SERVICES. MODAVILLE will use good faith efforts to contact you to warn you prior to suspension or termination of your account by MODAVILLE. All of YOUR DATA on the SERVICES may be permanently deleted by MODAVILLE upon any termination of your account in its sole discretion. All accrued rights to payment shall survive termination of this AGREEMENT, and all fees paid to MODAVILLE are non-refundable.
DISCLAIMER OF WARRANTIES
THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND MODAVILLE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT MODAVILLE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM MODAVILLE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL MODAVILLE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA OR BUSINESS INTERRUPTION, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
Some jurisdictions do not allow the limitation or exclusion of implied warranties or limitation of liability for incidental or consequential damages, so some of the above limitations may not apply to you.
You shall defend, indemnify, and hold harmless MODAVILLE and our officers, directors, employees, agents from and against any claim, action or demand, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this AGREEMENT, any of YOUR DATA, or your other access, contribution to, use or misuse of the SERVICES. MODAVILLE shall provide notice to you of any such claim, suit or demand. MODAVILLE reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting MODAVILLE’s defense of such matter.
Third Party Offers (“TPO”
If you are a PARTNER, you are the holder and issuer of each TPO you make available in connection with the SERVICES. As a holder and issuer of the TPO, PARTNER represents, warrants and agrees that it shall fully honor and redeem all TPO and shall be solely and fully responsible for any and all injuries, illnesses, damages, claims, liabilities, losses and costs suffered by or related to a customer concerning any TPO or caused in whole or in part by PARTNER. Each PARTNER hereby waives, and releases and will hold harmless MODAVILLE and its officers, directors, employees and agents from, any claim, liabilities, losses, damages, or injury arising from or related to any TPO or any act or omission of PARTNER in connection with a TPO or the services or goods provided in connection therewith and/or as it relates to compliance with applicable laws.
You may not assign this AGREEMENT without the prior written consent of MODAVILLE, but MODAVILLE may assign or transfer this AGREEMENT, in whole or in part, without restriction.
This AGREEMENT shall be governed by the laws of the State of Illinois without regard to the principles of conflicts of law. Unless otherwise elected by MODAVILLE in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of Cook County, Illinois for the purpose of resolving any dispute relating to your access to or use of the SERVICES.