Terms of use

DISTRICT2 TERMS OF USE Last Modified on December 18, 2013 PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT. SECTION 15 OF THIS TERMS OF USE AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IF YOU LIVE IN THE UNITED STATES, THIS SECTION AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES THAT YOU MAY HAVE WITH US. READ IT CAREFULLY. Welcome to the www.district2.co website (the “Site”). By browsing or using the Site or District2’s mobile applications (collectively, the “Services”), you agree to the terms of use set forth herein (the “Agreement”). This Agreement is between you and District2.Co LLC (“District2”, “we”, or “us”), and it governs your access to and use of the Services. 1. Amendments and Changes District2 may amend this Agreement at any time by posting the amended terms of use on the Site, and you agree that you will be bound by any changes to this Agreement. For your convenience, the date of last revision is included at the top of this page. If at any point you do not agree to any portion of the then-current version of this Agreement, you must immediately stop using the Services. District2 may make changes to the Services at any time. You further understand that District2 may discontinue or restrict your use of the Services for any reason or no reason with or without notice. If you do not agree to any part of the Agreement, immediately delete your account and discontinue your use of the Services. 2. Privacy Statement By using the Services, you represent that you have read and consent to our Privacy Statement, which is incorporated into this Agreement by this reference. District2 may revise the Privacy Statement at any time, and the new versions will be available at the above link. If at any point you do not agree to any portion of the Privacy Statement, you must immediately stop using the Services. 3. Copyrights and Trademarks The images and other materials on the Services belong to or are licensed to District2. The materials are protected by United States and foreign copyright laws. We also own the names we use for our products and services on the Services, and these names are protected by United States and foreign trademark laws. If you use the images, materials or trademarks on the Services in a way that is not allowed by this Agreement, you are violating the Agreement and may also be violating copyright, trademark, and other laws. In that case, we automatically revoke your permission to use the Services. Title to the materials remains with us or with the authors of the materials contained on the Services. All rights not expressly granted are reserved. 4. Image Submissions You may submit certain materials (e.g., images of garments and garment-related accessories) to the Services that are viewable by other users of the Services and by the general public. You agree that any use by you of such features, including any materials submitted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene or objectionable. You also agree that you have obtained all necessary rights and licenses. You agree to provide accurate and complete information in connection with your submission of any materials on the Services. You hereby grant District2 a worldwide, royalty-free, nonexclusive license to use such materials without any compensation or obligation to you. District2 reserves the right to not post or publish any materials, and to remove or edit any material, at any time in its sole discretion without notice or liability. Additionally, you hereby grant permission to use all materials, images, or other files (collectively, “Files”) you upload to the Services, in any and all ways necessary to run the Services. That permission includes, but is not limited to, creating thumbnails or document previews of the Files, hosting your Files, and all other things necessary to technically administer our Services and backup our data and your Files. This permission also extends to third parties we work with to provide the Services. 5. Forums If you have a valid and active Account (defined below), you may post communications and other content to the forums section of the Services (the “Forums”). You agree to abide by the User Rules posted below. You understand that much of the information included in the Forums is from other users who are not employed by or under the control of District2. You further acknowledge that users participating in the Forums may occasionally post messages or make statements, whether intentionally or unintentionally, that are inaccurate, misleading, deceptive, abusive or even unlawful. District2 neither endorses nor is responsible for such messages or statements, or for any opinion, advice, information or other utterance made or displayed in the Forums by you or the other users. The opinions expressed in the Forums reflect solely the opinions of you and/or the other users and do not reflect the opinions of District2. District2 is not responsible for any errors or omissions in postings, for hyperlinks embedded in messages or for any results obtained from the use of the information contained in the Forums. Under no circumstances will District2 be liable for any loss or damage caused by your reliance on the information in the Forums or your use of the Forums. You should be aware that, when you disclose information about yourself in a Forum, the information is being made publicly available and may be collected and used by other users. When you disclose any information in a Forum, you do so at your own risk. District2 reserves the right to, but has no obligation to, monitor the Forums, or any postings or other materials that you or other players transmit or post on the Forums, to alter or remove any such materials, and to disclose such materials and the circumstances surrounding their transmission to any third party. 6. Limited License, Access, and Accounts 4.1. Limited License. The District2 Services are provided for, and District2 grants you a non-exclusive, non-transferable, revocable, limited license, subject to all limitations provided herein, to access and use the District2 Services and its associated software using a personal computer or a mobile device solely in accordance with the terms of this Agreement. Your license to use District2’s software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights. You must not reverse engineer or decompile District2’s software, nor attempt to do so, nor assist anyone else to do so. 4.2. Eligibility. You represent that you are an adult and have the legal capacity to enter a contract in the jurisdiction where you reside. Children under the age of 13 are not allowed to use any aspect of the Services or to create an account. 4.3. Account. To access certain portions of the Services, you may be required to create an account (“Account”). If your contact information changes, you agree that you will promptly update the Account information to reflect those changes. You agree that you shall not create an Account or access the Services if you (i) are under the age of 18, without the consent of your parent or legal guardian, or at all if you are under the age of 13, (ii) if you have previously been removed by District2 or banned from using the Services, (iii) are located in a country embargoed by the United States or (iv) are on the U.S. Treasury Department’s list of Specially Designated Nationals. 4.4 Account Security. You are entirely responsible for maintaining the confidentiality of your Account username and password. You agree to notify District2 immediately if you believe that your Account username and/or password have been compromised. 4.5. Rules Related to District2 Account Names. When you create an Account, you will have to create a username. Your username may be visible to other users. When you choose an Account name, or display name or otherwise create a label or image that can be seen by other users of the Services, including, without limitation, usernames (each a “User Identifier”), you must abide by the rules of common decency. If District2 finds a User Identifier to be offensive or improper, or believes a User Identifier is or may be illegal, it may, in its sole and absolute discretion, change the User Identifier, remove the User Identifier, and/or suspend or terminate your Account. 4.6. User Rules. As a condition of use, you promise that, in connection with your use of the Services, you will not: (a) Violate any applicable law, regulation, or contract; (b) Without limiting the foregoing, make available through the Services any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity); (c) Misrepresent yourself in any way; (d) Make any false, misleading, or inaccurate statements; (e) Use language that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, unlawful, or invasive of another’s privacy; (f) Impersonate any person or entity, including any employee or representative of District2; or (g) License or create derivative works from any information or content obtained from the Services. District2 reserves the right to permanently suspend or terminate your Account and your access to the Services or seek appropriate injunctive or monetary relief if it suspects that you have violated any of the User Rules. We also reserve the right to terminate an Account at any time and at our sole discretion for any reason or for no reason, with or without notice. 7. Links to Other Websites The Services contain many links to websites operated by other parties. District2 provides these links to other websites as a convenience, and use of those sites is at your own risk. The linked sites are not under the control of District2, and District2 is not responsible for the content available on the other sites. Such links do not imply District2’s endorsement of information or material on any other site and District2 disclaims all liability with regard to your access to and use of such linked websites. 8. Fees and Payments 7.1. Payments. You acknowledge and agree that all information you provide with regards to a purchase, including, without limitation, credit card or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any credit card you provide when completing a transaction. We reserve the right, with or without prior notice, to (i) discontinue or limit the available quantity of any product, service, or aspect of the Services, (ii) honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; and (iii) refuse to allow any user to purchase a product or deliver any product to a user. When you purchase products or services through the Services, you (a) agree to pay the price set forth in the Services, all shipping and handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”) and (b) authorize District2 to charge your credit card or other payment method for the Full Purchase Amount. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Upon receiving your order we carry out a standard pre-authorization check on your payment card to ensure there are sufficient funds to fulfill the transaction. No order is complete until this pre-authorization check has been completed. Your credit card will be debited once the order has been accepted. 7.2. Membership Billing. District2 offers a subscription service for certain accounts (“Membership”). The fees for your Membership will be billed from the date you elect a Membership and on each monthly or yearly renewal thereafter unless and until you cancel your account. District2 will automatically bill your credit card each month or year on the calendar day corresponding to the commencement of your Membership. In the event your Membership began on a day not contained in a given month or year, District2 will bill your credit card on the last day of such month or year. For example, if your Membership began on January 31st, February 28th is the next time your credit card would be billed. You acknowledge that the amount billed each month or year may vary for reasons that include, differing amounts due to promotional offers, differing amounts due to changes in your account, or changes in the amount of applicable sales tax, and you authorize us to charge your credit card for such varying amounts. District2 may also periodically authorize your credit card in anticipation of account or related charges. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. District2 may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by email. If you want to use a different credit card or if there is a change in your credit card validity or expiration date, you may edit your information by accessing your “Account” page. If your credit card reaches its expiration date, your continued use of the District2 constitutes your authorization for us to continue billing that credit card and you remain responsible for any uncollected amounts. It is your responsibility to keep your contact information and payment information current and updated. 7.3. Changes to Services and Pricing. District2 may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any products sold through the Services. The inclusion of any product or service through the Services at a particular time does not imply or warrant that these products will be available at any other time. District2 reserves the right to change prices for products displayed on the Services at any time, and to correct pricing errors that may inadvertently occur. All such changes shall be effective immediately upon posting of such new product prices to the Services. 7.4. Order Acceptance/Confirmation. Once we receive your order, we’ll provide you with an email order confirmation. Your receipt of an order confirmation, however, does not signify District2’s acceptance of your order, nor does it constitute confirmation of our offer to sell; we are simply confirming that we received your order. District2 reserves the right at any time after receiving your order to accept or decline your order for any reason. If District2 cancels an order after you have already been billed, then District2 will refund the billed amount. 7.5. Typographical Errors. In the event a product or service is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, we shall have the right to refuse or cancel any orders placed for the product listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, we shall immediately issue a credit to your credit card account in the amount of the charge. 7.6 Shipment of Products. Title and risk of loss for any purchases of physical products pass to you upon delivery to the carrier. 7.7 Timely Payment. If any fee is not paid in a timely manner, or District2 is unable to process your transaction using the credit card information provided, District2 reserves the right to revoke access to your Account and Files. If you do not bring your District2 balance current within five (5) days after District2 provides you with notification that your account is in arrears, District2 reserves the right to use our discretion to delete some or all of your Files. 9. Notice for Claims of Copyright Infringement. If you are a copyright owner or agent thereof and believe that content posted on the Services by a District2 user infringes upon your copyright, please submit notice, pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) to our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; (b) a description of the copyrighted work that you claim has been infringed; (c) the URL of the location on our website containing the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send District2 a counter-notice. Notices and counter-notices must meet the statutory requirements imposed by 17 USC § 512. Notices and counter-notices with respect to the Services should be sent to District2’s Copyright Agent. The District2 copyright agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring through use of the Site or the District2 Services. Please note that these notifications and counter-notifications are legal notices. District2 may provide copies of such notices to the participants in the dispute or third parties, at our discretion and as required by law. Our Privacy Statement does not protect information provided in these notices and counter-notices. Our Copyright Agent can be reached by mail at: District2, ATTN: DMCA TAKEDOWN REQUEST, 18560 Vanowen St. #9, Reseda, CA 91335; or by email at contactus@district2.co. Please note that attachments cannot be accepted at the email address for security reasons. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed. 10. Location The Services are operated by District2 in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. 11. DISCLAIMER OF WARRANTIES THE SERVICES, THE PRODUCTS OFFERED FOR SALE ON IT, AND THE TRANSACTIONS CONDUCTED THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE SERVICES MAY INCLUDE INACCURACIES, MITAKES, OR TYPOGRAPHICAL ERRORS. WE DO NOT WARRANT THAT THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE. DISTRICT2 DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE SERVICES, YOU AGREE THAT DISTRICT2 SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimer may not apply to you. 12. LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISTRICT2, ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) DISCLAIM ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIM ALL LOSSES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICES, EVEN IF DISTRICT2 AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DISTRICT2 IS NOT RESPONSIBLE FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OR CORRUPTION OF DATA OR FILES, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF DISTRICT2 OR ANY OF THE RELATED PARTIES EXCEED THE AMOUNT THAT YOU PAID TO US OR OUR DESIGNEES DURING THE SIX (6) MONTHS PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of District2 and its affiliates shall be limited to the fullest extent permitted by law. 13. Indemnification You agree to indemnify, hold harmless and defend District2 and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, network service providers, business partners and licensors at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by District2 arising out of or relating to your (a) violation or breach of any term of this Agreement or any policy or guidelines referenced herein, including any unauthorized disclosure of personal or confidential information or (b) use or misuse of the Services. 14. Dispute Resolution and Governing Law This Agreement shall be is governed by, and will be construed under, the laws of the United States of America and the law of the State of California, without regard to conflict of law principles. Except as provided in Section 15 below (and claims proceeding in any small claims court), all disputes arising out of or related to your use of the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California, and you agree to submit to the personal jurisdiction and venue of such courts. You are responsible for compliance with all local laws if and to the extent local laws are applicable. 15. Binding Arbitration (a) Arbitration Procedures. You and District2 agree that, except as provided in Section (d) below, all disputes, controversies and claims related to this Agreement (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this Agreement. In the event of a conflict between the terms set forth in this Binding Arbitration Section and the JAMS Rules, the terms in this Binding Arbitration Section will control and prevail. Except as otherwise set forth in Section (d) below, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this Agreement, (i) you and District2 may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND DISTRICT2 WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. (b) Location. The arbitration will be conducted in Los Angeles, California, unless the parties agree to video, phone and/or internet connection appearances. (c) Limitations. You and District2 agree that any arbitration shall be limited to the Claim between District2 and you individually. YOU AND DISTRICT2 AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION. (d) Exceptions to Arbitration. You and District2 agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (i) any Claim seeking to enforce or protect, or concerning the validity of, any of your or District2’s intellectual property rights; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration. (e) Arbitration Fees. If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules. (f) Severability. You and District2 agree that if any portion this Section is found illegal or unenforceable (except any portion of Section (d)), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section (d) is found to be illegal or unenforceable, then neither you nor District2 will elect to arbitrate any Claim falling within that portion of Section (d) found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County of Los Angeles, State of California, United States of America, and you and District2 agree to submit to the personal jurisdiction of that court. 16. Term and Termination This Agreement is effective until terminated. District2 may terminate this Agreement with or without notice for any reason, or for no reason. You may terminate this agreement by discontinuing your use of the Services and notifying District2 in writing. 17. General Agreement Revisions. This Agreement may only be revised in writing by District2, or published by District2 on the Site. Force Majeure. District2 shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of District2, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond District2’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and District2 as a result of this Agreement or your use of the Services. Assignment. District2 may assign this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without District2’s prior written consent, and any unauthorized assignment by you shall be null and void. Severability. If any part of this Agreement is determined to be void, invalid or unenforceable, then that portion shall be severed, and the remainder of the Agreement shall be given full force and effect. Attorneys’ Fees. In the event any litigation is brought by either party in connection with this Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation. No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Equitable Remedies. You hereby agree that District2 would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws. Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Services and supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and us with respect to the Services I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF USE AGREEMENT AND AGREE THAT MY USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TERMS OF USE AGREEMENT.