TERMS OF USE

Last updated: June ___, 2013

This website [www.vianelnewyork.com] (the “Site”) is owned and operated by The Vianel Group, LLC (the “Company”). By accessing or using the Site, whether through a personal computer, mobile device or any other technology, you accept and agree to be bound by the Terms of Use (the “Terms”), so please read the Terms carefully. The Company may modify the Terms from time to time and without notice, effective upon posting on the Site. Your access or use of the Site at any time constitutes acceptance of the Terms in effect at that time.

Privacy and Shopping Policy

The Company’s Privacy Policy and Shopping Policy also govern your access to and use of the Site, information you provide or the Company collects on or through the Site, and product purchase and return requirements. Each policy is incorporated into the Terms by reference.

Lusive sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make available to the public, and exercise all copyright and publicity rights with respect to the Content worldwide and/or to incorporate the Content in any other works in any form, media, or technology, now known or later developed, for the full term of any rights that may exist in the Content. You also permit any other user of the Site to access, store or reproduce the Content for that user's personal use. In addition, you grant the Company the right to use any concepts or ideas reflected in the Content you submit to the Company or post on the Site in promotions, advertising, marketing or product or service offerings, without attribution, compensation or notice to you.

If you are not sure that you have all of those rights in any Content you are considering submitting, then please do not submit, post or upload it to the Site.

The unauthorized submission or distribution of copyrighted or other proprietary Content is illegal and could subject you to criminal prosecution as well as personal liability for damages in a civil suit. You agree that you, and not the Company (nor its affiliates or any of their officers, directors, managers, members, shareholders, partners, employees, agents, third-party partners, sponsors, advertisers, service providers, advisors, consultants, licensors, licensees or the like), will be liable for any damages resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from such submission. You agree to bear and assume all such liability, and to indemnify, defend and hold harmless the Company, its affiliates and each of their officers, directors, managers, members, shareholders, partners, employees, agents, third-party partners, sponsors, advertisers, service providers, advisors, consultants, licensors and licensees from and against any damages, costs, and attorneys’ fees incurred as a result of your unauthorized submission or distribution of copyrighted or other proprietary Content to or through the Site, or an allegation or claim of such unauthorized submission or distribution. Notwithstanding the foregoing, if an indemnification obligation arises from damages sustained by the parties (as opposed to a third party), then the indemnification obligation shall not include the obligation to defend.

You acknowledge that the Site contains Content that is protected by copyrights, trademarks, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. The Site and all Content is copyrighted as a collective work under the U.S. copyright laws, and the Company owns a copyright in any and all original creative works created by it and incorporated into the Site, and in the selection, coordination, arrangement, and enhancement of the Content.

You may not capture, reproduce, perform, transfer, sell, license, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from or based upon, republish, reverse engineer, upload, edit, post, transmit, publicly display, frame, link, distribute or in any way exploit any of the Content, in whole or in part, except as provided for in the Terms or explicitly permitted in writing by the Company in advance. If no specific restrictions are displayed, you may make copies of select portions of the Content, provided that the copies are made only for your own non-commercial use strictly for your own personal entertainment use and that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the Terms, or as permitted by the fair use privilege under the U.S. copyright laws, you may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other proprietary right. In addition to the foregoing, use of any software Content shall be governed by the software license agreement accompanying such software.

UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE CONTENT IS STRICTLY PROHIBITED. Any use of the Content other than as permitted by the Terms, the Privacy Policy or the Shopping Policy will constitute a violation of the Terms, the Privacy Policy or the Shopping Policy and may constitute copyright, trademark and/or patent infringement. You agree not to use the Content for any unlawful purposes, in any way not expressly permitted herein, and not to violate the Company’s rights or the rights of others. You are advised that the Company will aggressively enforce its rights to the fullest extent of the law.

The Company reserves the right to refuse to upload or post, and to remove or modify, any Content and/or User Content at any time, without notice and without liability, including any Content and/or User Content that it deems, in its sole discretion, to be a violation of the Terms, the Privacy Policy, the Shopping Policy or any law, regulation, or order, or any of the rights of any third party such as copyrights, privacy/publicity, reputational, and other proprietary rights. Also, you should be aware that the Company may electronically monitor areas of the Site and may disclose any Content, User Content, logs, records, or electronic communication of any kind (a) to satisfy any law, regulation, or government request; (b) if such disclosure is necessary or appropriate to operate the Site; or (c) to protect the rights or property of the Company or its third-party partners, sponsors or advertisers, service providers, licensors or any other user of the Site.

Communication with the Company

By accessing or visiting the Site or sending an e-mail or otherwise communicating with the Company through the Site, you are communicating with the Company electronically and you agree to receive electronic communication from the Company, including by e-mail and by posting to the Site. You agree that any electronic communication from the Company satisfies any legal requirements that such communication must be in writing. You also agree that any communications or Content that you submit or otherwise provide to the Company or the Site, by posting to the Site, e-mail or otherwise, are and will be treated as non-confidential and non-proprietary and that the Company will have right to use such information in accordance with the Privacy Policy or Shopping Policy. Remember, any Personal Information (as defined in the Privacy Policy) you post to the Site may be collected and/or used by third parties. The Company takes commercially reasonable steps to protect your Personal Information in accordance with the Privacy Policy but is not responsible for the security of any Personal Information you post to the Site.

Links

You may link to the Site for non-commercial purposes only, or as otherwise specifically agreed in writing by the Company, provided that you remove any such link upon demand by the Company.

The Site may include links to websites owned or operated by third parties. Such links are provided as a convenience to users. The Company is not responsible for the content of any third party website, any products or services offered by or through any such website or for the practices of its owner or operator, including for websites accessed through advertising on the Site. The Company reserves the right, in its sole discretion, to terminate a link with any website for any reason or no reason at all, including any website that the Company deems to be inappropriate or inconsistent with or antithetical to the Site and/or the Terms.

If you decide to access third party websites linked through the Site you do so at your own risk and you should carefully review the privacy policy and terms of any such website as access may be subject to additional requirements. It is up to you to take precautions to ensure that whatever links you use or content you download (whether from the Site or other websites) is free from viruses, worms, Trojan horses, time bombs and other destructive items.

The Site may permit you to make purchases of products through third party websites. The terms associated with your transactions for these services and or products are subject to the terms and conditions and privacy policies of the third party websites. If you have problems or questions regarding such a third party transaction, please contact the applicable website operator directly.

Claims of Infringement

The Company respects the intellectual property rights of others and asks users of the Site to do the same. The United States Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that Content appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content infringes your copyright or other interests, please provide the Company’s Copyright Agent with the following information, in writing:

  • a description of the copyrighted work that you believe is infringed, including an assertion that you either own such copyright interest or are the authorized agent of the owner;
  • a description of where the allegedly infringing Content is located on the Site;
  • your address, telephone number and e-mail address;
  • your statement that you have a good-faith belief that the use of the identified Content is not authorized by the copyright owner, its agent or by law;
  • your statement, made under penalty of perjury, that all information provided by you in the notice is accurate, and that you are the copyright owner or are authorized to act on behalf of the copyright owner; and
  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send the Company a counter-notice. Any counter-notice should be provided to the Company’s Copyright Agent.

The Company’s Copyright Agent for notices of claims of infringement and counter-notices on the Site can be reached as follows:

Copyright Agent
The Vianel Group, LLC
39 West 14th Street, Suite 407
New York, New York 10011
Attn: Andrew Brooks
Phone: (516) 660-9094
E-mail: andrew@vianelnewyork.com

THE COMPANY CAUTIONS YOU THAT IF YOU KNOWINGLY MISREPRESENT THAT ONLINE CONTENT IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY THE COMPANY, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER'S LICENSEE THAT IS INJURED AS A RESULT OF THE COMPANY’S RELIANCE UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

Accuracy

The Company attempts to ensure that the Content is accurate. However, the Company does not warrant that any Content is accurate, complete or error-free. The Company may modify or discontinue the Site, in whole or in part, at any time and without prior notice.

Warranty Disclaimer and Limitation of Liability

ALL COMPANY PRODUCTS, THIS SITE AND ALL CONTENT CONTAINED IN OR ACCESSED THROUGH THE SITE AND ALL PRODUCTS PURCHASED ON THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE PRODUCTS AND/OR CONTENT AVAILABLE ON OR THROUGH THE SITE IS ACCURATE, COMPLETE, RELIABLE, CORRECT OR ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL MATTER. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SITE AND YOUR PURCHASE OF PRODUCTS ON OR THROUGH THE SITE ARE AT YOUR SOLE RISK.

IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF (a) ACCESS OR USE OR INABILITY TO ACCESS OR USE THE SITE OR THE CONTENT; (b) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE OR THE CONTENT; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) ANY OTHER MATTER RELATING TO THE SITE OR THE CONTENT; OR (e) THE CONDITION OR DESCRIPTION OF PRODUCTS SOLD ON OR THROUGH THE SITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PRODUCT, THE SITE, THE CONTENT, THE TERMS, THE PRIVACY POLICY OR THE SHOPPING POLICY, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND/OR RETURN THE PRODUCT IN ACCORDANCE WITH THE COMPANY’S RETURN POLICY SET FORTH IN THE SHOPPING POLICY, AS APPLICABLE.

THE LIMITATION OF LIABILITY SET FORTH ABOVE SHALL APPLY TO EVERY FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, AND SHALL SURVIVE ANY BREACH OF THE TERMS, THE PRIVACY POLICY, THE SHOPPING POLICY OR ANY AGREEMENT, OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THE TERMS, THE PRIVACY POLICY, THE SHOPPING POLICY OR AN AGREEMENT OR ANY EXCLUSIVE REMEDY.

WITHOUT WAIVING THE EXCLUSIVE GOVERNING LAW PROVISION SET FORTH BELOW, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THEREFORE THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE COMPANY’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT IN NO EVENT SHALL THE COMPANY’S CUMULATIVE LIABILITY IN CONNECTION WITH THE SITE AND/OR YOUR ACCESS TO AND USE OF THE SITE EXCEED $50.00 OR, IN THE CASE OF A PRODUCT PURCHASED, THE PURCHASE PRICE OF SUCH PRODUCT.

BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL 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 KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Indemnity

You agree that you are personally responsible for your use of the Site, and in addition to any indemnification obligations set forth in “Other Site Content and Proprietary Rights,” further agree to indemnify, defend and hold harmless the Company, its affiliates and each of their officers, directors, managers, members, shareholders, partners, employees, agents, third-party partners, sponsors, advertisers, service providers, advisors, consultants, licensors and licensees from and against any loss, damage, expense or liability of any kind (including direct, incidental, consequential, exemplary and indirect damages and attorneys’ fees and costs) resulting from your breach of the Terms, the Privacy Policy or the Shopping Policy or any other act or failure to act by you. Notwithstanding the foregoing, if an indemnification obligation arises from damages sustained by the parties (as opposed to a third party), then the indemnification obligation shall not include the obligation to defend. The Company reserves the right, at your expense, to assume control of the defense of any claim subject to the above indemnity. You agree to cooperate with the Company, at your own expense, in any such matter. You agree not to settle any indemnified claim without the Company’s prior written consent.

Access from Outside the United States

The Site is controlled and operated by the Company from New York, New York, U.S.A. The Company makes no representation that any Content is appropriate or available for use in other locations. Those who choose to access the Site do so on their own initiative and at their own risk and are responsible for compliance with all applicable local laws. The Company reserves the right to discontinue the Site or to limit the availability of the Site and/or the provision of any Content, service or product offered on or through the Site to any person, geographic area or jurisdiction, at any time and in its sole discretion, and to limit the quantities of any such service or product that it provides.

Violations

The Company will determine your compliance with the Terms, the Privacy Policy and the Shopping Policy in its sole discretion and its decision shall be final and binding. Any violation of the Terms, the Privacy Policy or the Shopping Policy may result in restrictions on your access to all or part of the Site and may be referred to law enforcement authorities. The Company reserves the right to modify or discontinue this Site, or any portion thereof without notice to you or any third party. Upon termination of your membership, if any, or access to the Site, or upon demand by the Company, you must destroy all materials obtained from the Site and all related documentation and all copies and installations thereof. You are advised that the Company will aggressively enforce its rights to the fullest extent of the law. The Company, in its sole discretion, reserves the right to disqualify and terminate access or use of any individual found to be (a) tampering with the operation of the Site; (b) acting in violation of the Terms, the Privacy Policy or the Shopping Policy; (c) acting in an unethical or disruptive manner; or (d) acting with intent to annoy, abuse, threaten or harass the Company, its representatives or any other individual in any manner related to the Site.

Miscellaneous

The Terms, the Privacy Policy, the Shopping Policy, the Site, the Content and any dispute that may arise between you and the Company, shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without regard to conflicts of law principles, and will specifically not be governed by the United Nations Conventions on Contracts for the International Sale of Goods, if otherwise applicable. You irrevocably and unconditionally consent to the exclusive jurisdiction of and venue in the courts in the County of New York, New York, U.S.A. for any and all disputes arising out of or relating to the Terms, the Privacy Policy, the Shopping Policy, the Site, the Content and any dispute that may arise between you and the Company.

Nothing contained in the Terms, the Privacy Policy or the Shopping Policy shall be deemed to constitute you and the Company as partners or joint venturers or constitute an employment or agency relationship between you and the Company.

The Terms, the Privacy Policy and the Shopping Policy, as each may be amended from time to time, set forth the entire understanding of you and the Company as to your access and use of the Site and the Content. If any provision of the Terms, the Privacy Policy or the Shopping Policy is found by a court of valid jurisdiction to be invalid or unenforceable, the remainder of the Terms, the Privacy Policy and the Shopping Policy shall remain in full force and effect and shall be enforced to the fullest extent permitted by law. No waiver or failure by the Company to enforce any provision of the Terms, the Privacy Policy or the Shopping Policy shall be valid unless in writing and signed by an officer of the Company. The Company may assign its rights and duties under the Terms, the Privacy Policy or the Shopping Policy to any party, at any time, and without notice to you.

Headings in the Terms, the Privacy Policy and the Shopping Policy are purely for reference and shall not affect the meaning of any term or condition. As used in the Terms, the Privacy Policy and the Shopping Policy the words “include” and “including,” and variations thereof shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Any provision of the Terms, the Privacy Policy or the Shopping Policy that must survive to allow the Company to enforce its meaning shall survive termination for any reason. Any claim or action by or through you relating in any way to the Terms, the Privacy Policy, the Shopping Policy, the Site or the Content or otherwise with respect to their subject matter, regardless of form or the basis of the claim, must be brought within 1 year after the cause of action has arisen (or if multiple causes, from the date the first such cause of action arose) or else such cause of action is waived.

The Terms, the Privacy Policy and the Shopping Policy constitute a written agreement between you and the Company. A printed version of the Terms, the Privacy Policy or the Shopping Policy, and of any electronic notice pertaining to the Terms, the Privacy Policy or the Shopping Policy, shall be admissible in a judicial or administrative proceeding to the same extent, and subject to the same restrictions, as any other contract, document or record originally in printed form.

Contacting the Company

If you have questions about the Terms, the Privacy Policy, the Shopping Policy or any other questions concerning the Site, please contact:

The Vianel Group, LLC
39 W. 14th Street
Suite 407
New York, NY 10011
Telephone: (212) 273-3724
E-mail: info@vianelnewyork.com