AFINGO TERMS OF SERVICE

We may update or change the Terms of Service at any time, and may notify you via e-mail, and/or by posting the new or updated Terms of Service on the Site. By using the Site or our Services after any change in the Terms of Service you acknowledge and accept changes to the Terms of Service.

You need to create a user account to create a user profile and use the services offered on the Site. In order to register with AFINGO, you must supply a valid email address, which will be used as a unique identifier for your account, and a password. We may require that you validate the email address you provide by responding to an email message sent to that address.

AFINGO hereby grants you a limited license to use the materials on this Site (collectively the "Materials") and the services we offer on the Site (the “Services”) solely for your personal use and solely in connection with the Services provided by AFINGO, subject to these Terms of Service. The design and layout of the Site are specifically excluded from the Materials. Framing of the Site or Materials, direct linking of any of the Materials, or any copying or posting of Materials on other Web sites is strictly prohibited. Except for the limited license granted above, nothing in these Terms confers, whether by implication, estoppel or otherwise, any license, title, or ownership of or to any intellectual property right of AFINGO or any third party.

You are responsible for maintaining the confidentiality of your user ID (typically your email address), password and account and are fully responsible for all activities that occur under your email or password. You agree to (a) immediately notify AFINGO of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. AFINGO cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

AFINGO has adopted the following Acceptable Use Policy in order to assure that its services are used in a lawful and appropriate manner. While we do not ordinarily monitor the content of users posts or messaging, we reserve the right to investigate reports of misuse of the Site and the Services and to protect our property and assets. The following conduct is prohibited on the Site and our Services:

• sending or posting harassing, abusive, or threatening content or messages;
• posting, transmitting or otherwise making available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
• sending viruses or other harmful, disruptive, or destructive files;
• attempting to steal passwords or credit card information;
• sending messages in furtherance of unlawful, criminal, or fraudulent activity;
• impersonating any person or entity, including, but not limited to, an AFINGO official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• forging headers or otherwise manipulate identifiers in order to disguise the origin of any communications transmitted through our Services;
• uploading, posting, transmitting or otherwise making available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
• uploading, posting, transmitting or otherwise making available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• Attempting to gain unauthorized access to the Site or our Services, other accounts, computer systems or networks connected to the Site, through password mining or any other means.
• Modifying, adapting, translating, or reverse engineering any portion of the Site or our Services, or use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion or the Site or our Services.
• Reformatting or framing any portion of the web pages that are part of the Site or our services.
• Interfering with another member's use and enjoyment of the Site or our Services.
• Harvesting or collecting email addresses or other contact information of members from the Site by electronic or other means;
• "stalking" or otherwise harassing another person;
• intentionally or unintentionally violating any applicable local, state, national or international law; and/or
• collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs above.

Violations of AFINGO's Acceptable Use Policy will not be tolerated and may result in the user being blocked from making additional use of our Materials and Services. If the user is a member of an AFINGO subscription service, AFINGO may disable the user's account without compensation or refund. AFINGO RESERVES THE RIGHT IN ITS SOLE DISCRETION TO DISCLOSE TO THIRD PARTIES, INCLUDING MESSAGE RECIPIENTS, THEIR COUNSEL, AND/OR LAW ENFORCEMENT AUTHORITIES, RELEVANT INFORMATION ABOUT ANY USE OF OUR SERVICES IN VIOLATION OF OUR ACCEPTABLE USE POLICY INCLUDING, BUT NOT LIMITED TO, THE USER’S NAME, ACCOUNT INFORMATION, TRANSMISSION DATA, PAST AND SUBSEQUENT SERVICE USE, AND ANY OTHER INFORMATION DEEMED NECESSARY BY AFINGO TO ADDRESS PAST VIOLATIONS OF THE ACCEPTABLE USE POLICY AND TO PREVENT FUTURE VIOLATIONS. THESE DISCLOSURES MAY BE MADE WITH OR WITHOUT PRIOR NOTICE TO YOU. BY USING THE SERVICE, YOU IRREVOCABLY CONSENT TO SUCH DISCLOSURES.

AFINGO may allow users to purchase products and/or services via the Site, including access to premium content and referral services (Match Services) to connect apparel designers (Designers) with manufacturers, merchants and other third-party vendors (“Vendors”). In the event that you place an order for paid services, you are subject to the additional terms of this section.

Upon placing an order, you will pay to AFINGO the purchase price as set forth in the “shopping cart” or similar ordering mechanism. AFINGO may use third-party payment processors to process payments of credit cards and other accepted methods of payment. Your purchase is subject to any additional terms and conditions imposed by such third-party payment processors. The purchase price and any applicable fees or taxes will be applied to your chosen method of payment upon submission of your order.

Prices and availability of all products and/or services are subject to change without notice. All sales are final and nonrefundable.

For Designers, purchasing Match Services from AFINGO allows you to extend a defined number of match requests to Vendors you select. You understand and agree that AFINGO does not offer any warranty or commitment that any Vendor or other recipient will respond to or accept any match request you may make. However, you may withdraw a match request to which a recipient does not respond within [seven] days, and direct the match request to another Vendor or other recipient. Your match request credit will only be considered used when and if the recipient responds to your match request.

Each user may decline any offer or communication in their sole discretion. Moreover, if you do establish contact with a vendor, designer or other user, you understand and agree that there is no assurance that any transaction or relationship will ensue.

AFINGO offers subscription Services to designers. For designers, purchasing a subscription will provide access to premium content and/or discounted Match Services during the subscription period. The benefits offered to subscribers will vary from time to time and may be based on different subscription tiers. The precise benefits you receive will be displayed on the relevant subscription sign-up page.

For Vendors, purchasing a subscription allows you to receive and respond to match requests from Designers during the subscription period. Using the tools available on the Site, a Vendor builds a profile containing information regarding its products and services. AFINGO may, in its discretion, offer advice and assistance in building a Vendor’s profile. However, it is your responsibility to ensure that all information regarding your company and your products and services presented in your profile, or otherwise posted on the Site or conveyed to users of Site, is true and accurate, and not misleading in any respect. You agree to promptly update that information in the event it becomes untrue, inaccurate or misleading subsequent to its original posting on the Site.

Our subscription services may offer automatic renewal features. If your subscription provides for automatic renewal, we will charge the credit card or other payment method associated with your account the relevant subscription fee for each renewal period immediately before commencement of the renewal period, unless you choose to terminate your subscription before expiration of the then-current renewal period.

AFINGO reserves the right to discontinue any or all of our Services at any time. At the time of cancellation, we will offer a ratable refund for unused services.

We strive to provide our users the best available information about the Designers and Vendors participating in the Site. However, we do not monitor the accuracy of the information supplied by users, and assume no responsibility for the accuracy or completeness of the service or product information, availability and price information they provide. If you are a Designer, we also cannot assure you that the services provided by any Vendors we help you identify will be reliable, or that any services or merchandise you purchase will meet your expectations, be free of faults or defects or comply with the applicable product descriptions and specifications. AFINGO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING ANY AND ALL USERS AND THEIR SERVICES, MERCHANDISE OR CREDIT WORTHINESS, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

AFINGO makes information about Designers available to Vendors with whom Designers request a match. All Designer information is provided to Vendors on a strictly confidential basis. IF YOU ARE A VENDOR AND YOU SUBSCRIBE TO OUR MATCHING SERVICE, YOU AGREE TO TREAT AS STRICTLY CONFIDENTIAL ALL DESIGNER INFORMATION YOU RECEIVE, AND NOT TO DISCLOSE IT TO ANY THIRD PARTY WITHOUT THE DESIGNER’S PRIOR WRITTEN CONSENT. You further agree not to use any such information for any purposes other than to evaluate and respond to the Designer’s match request and offer and supply any agreed products or services to that Designer.

AFINGO may feature on its Site, in its newsletters, or in its e-mail communications to you links to third-party web sites or services. These may appear in the form of text links, advertisements, banners, buttons, integrated gift services, digital cash, digital gift certificates, or otherwise. THE GOODS AND SERVICES AVAILABLE THROUGH THESE LINKS ARE OFFERED BY INDEPENDENT COMPANIES, WHICH ARE NOT AFFILIATED IN ANY WAY WITH AFINGO. AFINGO MAKES NO REPRESENTATIONS AS TO THE QUALITY, FITNESS, WORKMANSHIP, VALUE, APPROPRIATENESS, OR RELIABILITY OF THE MERCHANDISE AVAILABLE OR THE SOLVENCY OR FINANCIAL VIABILITY OF ANY ADVERTISER. AFINGO WILL NOT REIMBURSE OR INDEMNIFY YOU FOR ANY LOSSES YOU MAY INCUR AS A RESULT OF TRANSACTIONS WITH ANY AFINGO ADVERTISER OR ANY OTHER WEB SITE OR SERVICE LINKED FROM OR TO OUR SITE. USERS ARE ADVISED TO USE DISCRETION IN SELECTING COMPANIES TO DO BUSINESS WITH ONLINE.

There may be circumstances where access to this Site is provided by a link located at another Website. Neither AFINGO nor its affiliates makes any representations or give any warranties with respect to any information contained in or at these other sites and neither AFINGO nor its affiliates shall be liable for any damages or injury arising from the content of these other sites. Neither AFINGO nor its affiliates endorses the individuals, companies, or other similar entities, or any products or materials associated with such individuals, companies, or other similar entities, that provide a link to this Site.

You may not use this Site to send bulk or commercial messages. In addition, you may not use automated scripted programs that automate the process of sending or viewing any of the Materials. AFINGO reserves the right to limit, in its sole discretion and without prior notice to you, the number of messages that you may send using the Site, or the number of recipients to which you send such messages.

You are solely responsible for your actions and communications undertaken or transmitted using our Services. Neither we nor our affiliates exercise editorial control over your transmissions; however, we do reserve the right to review your uploads and transmissions in order to ensure compliance with these Terms.

AFINGO will not be liable for your interactions with any designers, manufacturers, merchants, or other parties found on or through the Services. In particular, we are not responsible for payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings. These dealings are solely between you and the relevant designers, manufacturers, merchants, retailers or other persons. We are under no obligation to become involved in disputes between participants on the Services, or between participants on the Services and any third party.

The Site will allow you to upload, post and make your designs, photos and other materials available to other users. If you do so, you are subject to the conditions outlined in these Terms. When you upload designs, photos, videos and other materials (“User Content”) to the Site you are indicating that you own all the User Content and/or have full rights to use it in connection with our service.

With respect to User Content you upload, you hereby grant AFINGO, a perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate and publicly display such User Content (in whole or in part) as necessary to maintain the Site and deliver and perform the Services you elect to use. Without limiting the foregoing, you grant AFINGO the right to use your User Content in the course of performing testing, training and/or archiving of our and our affiliates' systems, and in the course of evaluating, enhancing and improving our Services (provided that we will not disclose any confidential personally identifiable information about you in performing these functions).

You acknowledge that we may or may not pre-screen User Content, but that AFINGO and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, edit, modify, refuse, or move any User Content that is available via our services. Without limiting the foregoing, AFINGO and its designees will have the right to remove or refuse to transmit any Content that violates these Terms or is otherwise objectionable.

You also acknowledge and agree that AFINGO may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of AFINGO, its users and the public.

The technical processing and transmission of our services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Site, our Services and software we use may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by AFINGO and/or content providers who provide content to us. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on our services, in whole or in part, is strictly prohibited.

AFINGO does not control User Content or other Materials posted by affiliates or other third parties and, as such, does not guarantee the accuracy, integrity or quality of such Materials. You understand that by using the Site or our Services, you may be exposed to Materials that you may find offensive or objectionable. Under no circumstances will AFINGO be liable in any way for any Materials, including, but not limited to, any errors or omissions in any Materials, or any loss or damage of any kind incurred as a result of the use of any Materials posted, emailed, transmitted or otherwise made available via the Site or our Services.

You understand that AFINGO may discontinue or alter any aspect of the Site, remove User Content from the Site, suspend or discontinue Services, restrict the time the Site is available or restrict the amount of use permitted at its sole discretion and without prior notice or liability. You agree that we may, under certain circumstances, immediately suspend and/or terminate your access to the Site or any part thereof. Cause for such measures may include, without limitation: (a) breaches or violations of these Terms of Service or other agreements or guidelines; (b) discontinuance or material modification to the Site; (c) unexpected technical or security issues or problems; (d) extended periods of inactivity; and/or (e) your engaging in fraudulent or illegal activities. You agree that such measures may be taken in our sole discretion and without liability to you or any third party.

AFINGO may also discontinue service for any Vendor if, in our judgment, users of the Site are dissatisfied with the quality or features of the products or services offered by the Vendor, or the customer support offered by Vendor, based on user surveys, user complaints or other forms of user feedback, or if, in our judgment, the Vendor fails to offer a range of products or services that are competitive (in quality, features, variety, pricing or value) to those offered by competing vendors.

THE MATERIALS, INFORMATION, AND SERVICES PROVIDED ON THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF ANY MATERIALS, INFORMATION, OR SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY DATA, TEXT, IMAGES, SOUNDS, OR COMPUTER PROGRAMS (INCLUDING COLLECTIONS AND COMPILATIONS OF THEM)) OR AGAINST INFRINGEMENT. AFINGO IS NOT RESPONSIBLE FOR ANY FAILURE OF MESSAGES OR NOTIFICATIONS SENT THROUGH OUR SERVICES TO REACH THEIR INTENDED RECIPIENTS. THE MATERIALS AVAILABLE ON THE SITE ARE SUBJECT TO CHANGE WITHOUT NOTICE.

NEITHER AFINGO NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AFFILIATES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY AND/OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE SITE OR THE SERVICES, OR FROM YOUR RELIANCE ON ANY INFORMATION PROVIDED AT THE SITE, EVEN IF AFINGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND ANY OTHER TORT. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY SET FORTH HEREIN SHALL BE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT AFINGO AND ITS AFFILIATES' AGGREGATE LIABILITY SHALL NOT EXCEED ANY SUMS PAID PURSUANT THIS AGREEMENT.

NEITHER AFINGO NOR ITS AFFILIATES TAKES ANY RESPONSIBILITY OR ASSUMES ANY LIABILITY FOR ANY CONTENT UPLOADED OR OTHERWISE TRANSMITTED BY YOU OR ANY THIRD PARTY, OR FOR ANY MISTAKES, DEFAMATION, SLANDER, LIBEL, OMISSIONS, FALSEHOODS, OBSCENITY, PORNOGRAPHY, INDECENCY, LEWDNESS, HARASSMENT, THREATS, ABUSE, OR PROFANITY YOU MAY ENCOUNTER IN USING THE SITE. YOU AGREE TO HOLD HARMLESS AFINGO AND ITS AFFILIATES AND PARTIES WITH WHOM AFINGO HAS CONTRACTED FOR PURPOSES OF HOSTING OR MAINTAINING THIS SITE FROM ALL CLAIMS BASED UPON COMMUNICATIONS OR MATERIALS MADE AVAILABLE BY YOU ON THE SITE.

Neither AFINGO nor its affiliates make any representation that Materials on this Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.

You hereby indemnify, defend and hold harmless AFINGO and its affiliates, and all officers, directors, owners, agents, content providers, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any user of your account of these Terms of Service. You agree to cooperate as fully as reasonably required in defense of any such claim. AFINGO reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

If you are a Vendor, then you further agree that you will be responsible for all aspects of operating and maintaining all the services or products you offered, including without limitation all aspects of maintaining your operations, promoting, selling, importing and distributing your products, customer account maintenance, product purchasing and licensing, order fulfillment, invoicing, collection, customer support, regulatory compliance and the like, and all related obligations and liabilities. You agree that all the foregoing activities will be conducted in accordance with applicable laws and regulations, and with prevailing and accepted industry practices and standards of customer service, quality and fair dealing. You hereby agree that you will indemnify, defend and hold harmless the Indemnified Parties from and against any and all claims which may arise under or result from the foregoing operating activities.

In the event AFINGO determines, in its sole discretion, that you have violated these Terms of Service, AFINGO will have the right to immediately terminate your account (with or without refund), refuse membership, or block the sending or receipt of messages from our Site, and/or pursue any other remedies available to it under applicable law.

This Agreement, and the respective rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of New York. Any dispute arising between you and AFINGO will be submitted to binding arbitration in New York in accordance with the American Arbitration Association's standard rules then in effect for arbitration of commercial disputes.

AFINGO shall have the right to revise these Terms at any time by updating this posting. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then-current Terms to which you are bound.

We respect the privacy of our users. Our policies with regard to personally identifiable information we collect from you, what information third parties affiliated with AFINGO collect from you and how that information is used are governed by the AFINGO Privacy Policy (the “Privacy Policy”), which you can access here: http://www.afingo.com/privacy

All of the Material available on the Site is copyright © 2011, PinchHit LLC or used under license.

AFINGO™, the AFINGO logo and other AFINGO logos and product and service names are trademarks or service marks of JayKayElleM, LLC. You agree not to use our trademarks or service marks without our written permission. Use of AFINGO trademarks as meta-tags for search engines is strictly prohibited. All rights reserved.

These Terms and our Privacy Policy constitute the entire agreement between you and AFINGO governing your use of the Site and our Services, superseding any prior agreements between you and AFINGO. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other AFINGO products or services, or products or services offered by AFINGO affiliates, or participate in any contests or promotions.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to AFINGO's designated agent:

copyright@afingo.com
or c/o AFINGO, Inc.
40 West 29th Street Suite 204
New York, New York 10001
Fax: 646 291 2879

You may not post, modify, distribute, or reproduce in any way any copyright material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. AFINGO respects the intellectual property rights of others and will terminate any user's access to the Site and our service according to these terms of use if AFINGO is notified that such user's activities infringe the rights of third parties on more than one occasion. If you believe that your work (or the work of a third party on whose behalf you are entitled to act) has been copied in a way that constitutes copyright infringement, please file a copyright infringement notification (“Notice”) with us, by sending a written communication which should include the following information, in the same order as is set out in (i) to (x) below:

(i) statement that you have identified material on our services which infringes your copyright (or infringes the copyright of a third party on whose behalf you are entitled to act, if applicable); (ii) a description of the copyrighted work that you claim has been infringed, which should include the type of work and any relevant further details (such as the title and date of publication, as applicable); (iii) the country or countries to which your copyright applies; (iv) a description of the way in which the copyright material has been infringed; (v) a description of where the material that you claim is infringing is located on the Site or on our services (including a URL and/or screen shot if applicable); (vi) your address, telephone number, and email address so that we may get in contact with you; (vii) the contact details that you would like us to provide to the alleged infringer so that they may contact you directly, in order to attempt to resolve the complaint; (viii) a statement by you that you have a good faith belief that the disputed use of the copyright work is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law; (ix) a statement by you, made under penalty of perjury, that the above information in the Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf and (x) an electronic or physical signature (which may be a scanned copy) of the copyright owner.

Once you have completed the Notice, having included all of the information set out above, please send it to:

Copyright Agent
copyright@afingo.com
or c/o AFINGO, Inc.
40 West 29th Street Suite 204
New York, New York 10001
Fax: 646 291 2879