1. Designer Services
The BERINGEI Services are intended to facilitate the ability of rising fashion designers to manufacture, market and sell proprietary designs to the general public. Proprietary designs will be submitted to BERINGEI for consideration and certain selected designs will be licensed to BERINGEI for the purposes of developing, manufacturing and selling such designs via the BERINGEI Services, subject to the terms of a designer services agreement. BERINGEI’s goal is to help rising fashion designers to develop skills and techniques through a partnership with BERINGEI, while offering educational opportunities that allows designers to build their own brand and perspective in efforts of becoming successful business owners and democratizing the process by which top designers are selected for commercialization. Our Beringei user community votes to select winning designs and collections.
2. Click-Through Agreement
Before using the BERINGEI Services (including the registration of your Account), you may be asked to indicate your acceptance of additional special terms and conditions by clicking a button marked ”I Accept,” “I Agree,” “Okay,” “I Consent” or other words or actions that similarly acknowledge your consent or acceptance of a Click-Through Agreement. To the extent there is a conflict between these Terms and any Click-Through Agreement, the Click-Through Agreement will govern.
3. Account Registration
4. License and Access to the Web Site and Beringei Services
User access to, and use of, the BERINGEI Services is subject to all applicable laws and regulations. Use of the BERINGEI Services is void where prohibited. By using the BERINGEI Services, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and abide by its terms.
BERINGEI grants you a limited, non-transferable license to access and use the BERINGEI Services for commercial purposes as provided by and to our community of fashion designers, fashion entrepreneurs, and fans of fashion. This license shall not include (i) any resale or commercial use of the Services or their contents; (ii) any derivative use of the Services or their contents; or (iii) any use of data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of BERINGEI or our affiliates without our prior express written consent.
We make no guarantees regarding the availability of the BERINGEI Services. Furthermore, we reserve the right, within our sole discretion, to discontinue the BERINGEI Services. You agree that we will not be liable to you for any such discontinuance or modification of the BERINGEI Services. Any rights not expressly granted by these Terms are reserved by us.
You are under no obligation to use or continue to use the BERINGEI Services and may temporarily or permanently cease using the BERINGEI Services without notice to BERINGEI. Any use of the BERINGEI Services, or any portion thereof, in violation of the foregoing shall constitute a violation of these Terms and may result in, among other things, termination or suspension of your rights to use the Web Site or any portion thereof.
5. License and Access to the Application
Subject to the terms of this Agreement, BERINGEI grants you a limited, non-exclusive, and nontransferable license to: (a) download, install, and use the BERINGEI Services for your individual use on a single mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with these Terms; and (b) access and use on such Mobile Device the BERINGEI Services strictly in accordance with this Agreement.
You agree that you shall not: (a) copy the Application, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the BERINGEI Services; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the BERINGEI Services or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the BERINGEI Services, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the BERINGEI Services, or any features or functionality of the BERINGEI Services, to any third party for any reason, including by making the BERINGEI Services available on a network where it is capable of being accessed by more than one device at any time; or (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the BERINGEI Services.
BERINGEI may from time to time in its sole discretion develop and provide BERINGEI Services updates, which may include upgrades, bug fixes, patches, other error corrections, or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that BERINGEI has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your browser and device settings, when you are connected to the internet either: BERINGEI Services (a) will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the BERINGEI Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the BERINGEI Services and be subject to all terms and conditions of this Agreement.
6. Restrictions on Your Use
All content within the BERINGEI Services, and any materials made available via the BERINGEI Services for downloading, if any, are the property of BERINGEI or its affiliates or other third parties. The BERINGEI Services, and portions of the BERINGEI Services, are protected by copyright and trademark laws. This Agreement does not grant any license to modify or alter the materials on the BERINGEI Services that are viewed, downloaded, or otherwise accessed by you. You shall keep intact all proprietary notices, including copyright notices, contained on any downloadable materials. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any and all harm resulting from your use of the BERINGEI Services.
To the extent applicable, when accessing the BERINGEI Services, you are required to use the security procedures currently or hereafter maintained by us to confirm that only authorized users have access to certain information provided at, or contained in, the BERINGEI Services. You are prohibited from utilizing alter-egos or other disguised identities when accessing the BERINGEI Services. All forms of indirect and ‘spoofed’ access are strictly prohibited.
7. Intellectual Property Ownership
Any and all intellectual property rights associated with the BERINGEI Services, including, without limitation, any inventive concepts, designs, mockups, fonts, know-how, publicity rights, trademarks, trade-dress, trade secrets, copyrights, and patents (“Intellectual Property”) are the sole property of BERINGEI or third parties. Except as otherwise expressly authorized by these Terms, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of BERINGEI in any way without the express written consent of BERINGEI or the express written consent of the appropriate third party, as applicable. Except as provided herein, BERINGEI does not grant to you any express or implied rights to BERINGEI or any third party’s Intellectual Property.
You consent to BERINGEI’s use of your image, likeness, voice, or other characteristics in BERINGEI Services or marketing or informational materials. You release the BERINGEI from any cause of action which you have or may have arising out of the use, distribution, adaptation, reproduction, broadcast, or exhibition of such characteristics. You represent that you have obtained, for the benefit of BERINGEI, the same release in writing from all third parties whose characteristics are included in the services, materials, computer programs, and other deliverables that you provide to the BERINGEI, and any and all parents or guardians who approve or create the registration of user accounts for those between 14-years old and 18-years old attest and agree to the terms of this section on behalf of those users for whom they are providing consent.
8. Voting Community
Registered users with a valid Account may vote for submitted Designs subject to the terms and conditions for voting as may be established and published by BERINGEI from time to time.
The BERINGEI Services may provide or include links to other world wide web sites or resources. While BERINGEI attempts to provide links only to third-party websites that comply with all applicable laws and regulations and BERINGEI’s standards, please understand that the content on these third-party websites is subject to change without notice to BERINGEI. Because we have no control over such sites and resources, you acknowledge and agree that BERINGEI is not responsible for the availability of such external sites, or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. YOU FURTHER ACKNOWLEDGE AND AGREE THAT BERINGEI 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 SUCH CONTENT OR SITES AVAILABLE ON OR THROUGH ANY SUCH SITE OR RESOURCE.
BERINGEI prohibits caching of any portion of the BERINGEI Services and any unauthorized hypertext links to the BERINGEI Services. We reserve the right to disable any unauthorized links or frames. If you desire to provide a hyperlink from your website to the BERINGEI Services, you must contact BERINGEI to discuss mutually agreeable terms for such hyperlink.
11. Exclusion of Warranty
BERINGEI MAKES NO WARRANTY OF ANY KIND REGARDING THE BERINGEI SERVICES OR ANY MATERIALS PROVIDED ON THE WEB SITE OR APPLICATION, ALL OF WHICH ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. BERINGEI DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE BERINGEI SERVICES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. BERINGEI DOES NOT WARRANT THAT THE APPLICATION, WEB SITE, ITS SERVERS OR ANY E-MAIL SENT FROM IT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NEITHER BERINGEI, NOR ITS AFFILIATES, MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING (1) THE OPERATION OR PERFORMANCE OF BERINGEI SERVICES OR (2) THE INTERNET GENERALLY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY 13193028v2 ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION AND THAT MAY NOT BE LIMITED BY THESE TERM, PROVIDED HOWEVER YOU AGREE AND ACKNOWLEDGE THAT TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WAIVE ANY SUCH STATUTORY RIGHTS WITH RESPECT TO IMPLIED WARRANTIES.
12. Limitation of Liability
BERINGEI ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF BERINGEI SERVICES OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE WEB SITE, APPLICATION, OR OTHER BERINGEI SERVICES. IN NO EVENT SHALL BERINGEI BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGES, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY USE OF THE BERINGEI SERVICES.
13. Jurisdictional Issues
Although the BERINGEI Services are accessible worldwide, not all information, products or services discussed or referenced herein are available to all persons or in all geographic locations. The BERINGEI Services are controlled and operated by BERINGEI from its offices within Fulton County, in the State of Georgia, U.S.A. BERINGEI makes no representation that the BERINGEI Services are appropriate or available for use in other locations. Those who choose to access the BERINGEI Services from other locations do so on their own initiative and are responsible for compliance with local laws.
14. Choice of Law and Forum
These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms shall be filed only in Fulton County, Georgia, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purposes of litigating such claim or action.
BY USING THE BERINGEI SERVICES, YOU AGREE TO INDEMNIFY BERINGEI AND ITS PARTNERS, OFFICERS, EMPLOYEES AND AGENTS AND HOLD THEM HARMLESS FROM ANY AND ALL CLAIMS AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM YOUR USE OF THE BERINGEI SERVICES. BY USING THE BERINGEI SERVICES, YOU ARE HEREBY AGREEING TO RELEASE BERINGEI AND ITS PARTNERS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS, OBLIGATIONS, DAMAGES (ACTUAL OR CONSEQUENTIAL), COSTS AND EXPENSES OF ANY KIND OR NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, THAT YOU MAY HAVE AGAINST THEM ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE BERINGEI SERVICES.
16. Severability and Integration
Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and BERINGEI with respect to the BERINGEI Services and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and BERINGEI with respect to the BERINGEI Services. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties and the remaining portion shall remain in full force and effect.
We may periodically modify and supplement these Terms and the notice provided to you will be the updating of these Terms. You are responsible for regularly checking these Terms for revisions. All amended Terms become effective upon our posting to the Web Site, and any use of the BERINGEI Services after such revisions have been posted signifies your consent and agreement to the modified Terms.
BERINGEI’s failure to enforce any provision of this Agreement shall not act as a waiver of that or any other provision. BERINGEI’s waiver of any breach of this Agreement shall not act as a waiver of any other breach.
The provisions of this Agreement are severable. If any provision is determined to be invalid, illegal, or unenforceable, in whole or in part, then such provision shall be modified so as to be enforceable to the maximum extent permitted by law. If such provision cannot be modified to be enforceable, the provision shall be severed from this Agreement to the extent unenforceable. The remaining provisions and any partially enforceable provisions shall remain in full force and effect.
This Agreement shall be assignable to, and shall inure to the benefit of, BERINGEI’s successors and assigns, including, without limitation, successors through merger, name change, consolidation, or sale of a majority of the BERINGEI’s stock or assets, and shall be binding upon you. You shall not have the right to assign your rights or obligations under this Agreement.
21. Attestation of User
You acknowledge that you have carefully read this Agreement, you understand and accept its terms and conditions, and you have had the opportunity to contact BERINGEI with any questions you may have had prior to accepting and agreeing to this Agreement.