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Terms of Service / User Policy and Merchant Account Policy as of January 14, 2008

Ok, so here's the deal... if you're going to view or use any of the services on Chictini.com, you will need to abide by our Terms of Service. The following terms and conditions govern all use and viewing of Chictini.com and all of its content, services and any products we make available on our site, including but not limited to Chictini.com registration and membership, Chictini Store Accounts, and the Chictini.com membership incentive program. Chictini.com and all of its subsidiaries (including Chictini.com services provided on other websites such as "web 2.0 widgets") are owned and operated by Chictini.com. Chictini.com is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies, and procedures that may be published from time to time on this site by Chictini.com's founders (collectively, the "Agreement"). Please read this Terms of Service Agreement carefully before accessing or using Chictini.com. By accessing or using any part of this web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not be able to access the website or use any services. If these terms and conditions are considered an offer by Chictini.com's founders, acceptance is expressly limited to these terms.

Your Chictini.com Account and Site

If you create any type of account with Chictini.com, you are responsible for maintaining the security of your account, and are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must not describe or assign keywords in your submissions in a misleading or unlawful manner including in a manner intended to trade on the name or reputation of others, to falsely provide information on a product or person or place to gain a personal and monetary benefit or to gain Chictini points. Chictini.com has the right and may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Chictini.com liability. You must immediately notify Chictini.com of any unauthorized uses of your account or any other breaches of security. Chictini.com will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

Section 1. Age Limit for using Chictini.com

Chictini.com can only be viewed, used, and registered by users at the age of 13 and older. Chictini.com registration requires that a user truthfully enters their age at the time of sign-up. Chictini.com maintains the right to refuse use and registration of any visitor who is not older than 13 years of age or has falsely identified their age upon registration. Anyone under the age of 18 registering on Chictini.com must ask their parent(s) and/or legal guardians' permission. A user cannot purchase nor view any details on content posted on Chictini.com that contains items/locations not legally allowed for the age of that user. Chictini.com cannot be held responsible for any item/product purchased or page/physical location visited by a user on Chictini.com that is not legally allowed for that user.

Section 2. Responsibility of Contributors

Chictini.com considers any use or viewing of Chictini.com as the submission of content. This can range from anything from submitting a product/place/concept to the Chictini.com site, sending its site owners an email, making a comment on another users or your own submission, any personal information edits to your profile, creating a store and selling items on a Chictini storefront, and thus. If you operate an account, comment on a submission, post material or submit a product/person/place/concept to the Website, post links or media content (videos or audio on the Website, etc), create a store and sell items, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

• the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
• if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
• you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
• the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
• the Content is not spam, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
• no content can contain any reference, link, or means of purchase of firearms, drugs, or any unlawful items or any items that can only be used with a proper license/identification. No content can also contain any means/information of building an unlawful or illegal item. No content can include any innuendos toward the use or obtaining of illegal or unlawful material/items;
• any content whether it be a picture, video, or any forms of media is being used with the proper consent of the original owner/author/publisher of that content;
• any content submitted is not done in a way that freely distributes material not meant to be shared without proper consent of the content's original owner/publisher/author;
• any content submitted cannot provide any information that advocates illegal or unlawful behavior;
• any content submitted does not provide a means to obtain a product or access to a certain product/location in an illegal or unlawful behavior or any means that the owner/publisher/author of that product/location never intended it to be obtained or accessed;
• the Content is not obscene, libelous or defamatory, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party;
• you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Chictini.com or otherwise;
• any content submitted cannot contain a user's or any parties' private information, including but not limited to - addresses, phone numbers, email addresses, Social Security numbers, credit card numbers, or any personal background information;
• any content or link submitted must be truthfully identified and cannot mislead a visitor from viewing a site that the visitor believed the contributor intended to publish a link for; and
• any content or link submitted that leads to a third-party website containing obscene, offensive, libelous or defamatory, hateful or racially or ethnically objectionable, or violates the privacy or publicity rights of chictini.com and its registered users members, or any third party.

Section 3. User/Visitor Conduct Policy

Chictini.com and its services are available for personal, non-commercial use only (except for specific designer-pages designated to allow commerce by Chictini.com's content management team). You the user and/or visitor represent, warrant and agree that no content of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through Chictini.com's services will violate or infringe upon the rights of any third party. The following is a list of conduct rules that all users and/or visitors must abide to when viewing or using Chictini.com:

• Users and/or Visitors cannot threaten or harass another;
• Users and/or Visitors cannot upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers and such;
• Users and/or Visitors cannot harvest or collect email addresses or other contact information of other users from Chictini.com by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications (spam);
• Users and/or Visitors cannot use Chictini.com in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site or any site being linked to from Chictini.com;
• Users and/or Visitors cannot use automated scripts to collect information from or otherwise interact with Chictini.com; Users and/or Visitors cannot solicit passwords or personally identifying information;
• Users and/or Visitors cannot upload, post, transmit, share, store or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• Users and/or Visitors cannot upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• Users and/or Visitors cannot upload, post, transmit, share, store or otherwise make available any content (such as a picture on a profile page) other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original content created by you or your friends; Before any user submits content to Chictini.com's item submission process, they must consent that they have received permission by the original content owner to do so;
• Users and/or Visitors cannot register for a Chictini.com account on behalf of an individual, group, entity other than themself, or impersonate any person or entity, or falsely state or otherwise misrepresent their age or affiliation with any person or entity. Users and/or Visitors cannot also not create a false account/identity on Chictini.com;
• Users and/or Visitors cannot upload, post, transmit, share, store or otherwise make available any unsolicited or unauthorized advertising and or solicitations; and
• Users and/or Visitors cannot upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law.
• Users purchasing products through the Chictini Stores, cannot hold Chictini liable for any faulty product or damages caused by the product purchased on a Chictini store. All merchandise sold on a Chictini store are solely the liability of the merchant.
• Users cannot create liability for Chictini and its subcontractors or expose them to undue risk or otherwise engage in activities that Chictini, in its sole discretion, determines to be harmful to Chictini affiliates, operations, reputation, or goodwill.
• Users cannot use Chictini in any way that violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising);

Your failure to comply with the covenants set forth in the Responsibility of Contributors or the User/Vistor Conduct Policy will amount to a breach of this Agreement and is cause for immediate suspension and/or termination of Chictini's Services to You.

Section 4. Repurposing of Submitted Content

By submitting Content to Chictini.com for inclusion on your account or account profile, you grant Chictini.com a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content for the purpose of displaying, distributing, promoting and/or monetizing the traffic to your account and the Chictini.com site and brand. If you delete Content, Chictini.com will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

Section 5. Removal and Denial of Content

Without limiting any of those representations or warranties, Chictini.com has the right (though not the obligation) to, in Chictini.com's sole discretion (i) refuse or remove any content that, in Chictini.com's reasonable opinion, violates any Chictini.com policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Chictini.com's sole discretion. Chictini.com will have no obligation to provide any redemption of points in the Chictini.com membership incentive program and/or ranking system. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Chictini.com has adopted a policy of terminating, in appropriate circumstances and at Chictini.com's sole discretion, members who are deemed to be repeat infringers of Chictini.com's terms of service as well as any infringement of a third party's copyrights. Chictini.com may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Section 6. Usage of Submitted Content to Generate Revenue

Chictini.com has the right to generate revenue based on content submitted by a user including but not limited to advertising and affiliate commissions, without the consent of the user nor have the right to share any revenue with a user.

Section 7. Responsibility of Website Visitors

Chictini.com has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material's content, use or effects. By operating the Website, Chictini.com does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Chictini.com may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Chictini.com disclaims any responsibility for any harm resulting from the use by visitors of the Chictini.com, or from any downloading by those visitors of content there posted.

Section 7.2 Content Posted Other Than on Chictini.com

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Chictini.com links, and that link to Chictini.com. Chictini.com does not have any control over those non- Chictini.com websites and webpages, and is not responsible for their contents or their use. By linking to a non- Chictini.com website or webpage, Chictini.com does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Chictini.com disclaims any responsibility for any harm resulting from your use of non-Chictini.com websites and webpages.

Section 8. Merchant User Agreement

When signing up for a Chictini Store account, you also must abide by the Merchant User Agreement set forth here.

Chictini provides the user the ability to create online store to sell products online. From time to time, Chictini may offer additional services such as marketing and promotional services but is not obligated to do so.

This agreement is effective upon your acceptance in registration. By accepting this agreement and subject to the terms and conditions of our Terms of Service and Merchant User Agreement, Chictini will provide you access to create online stores in the Chictini Store System. In addition you will be bound by any amendments to the terms and conditions of the Terms of Service and Merchant User Agreement.

Chictini will authorize any of your Chictini Store transactions initiated through the use of the password that you establish through registration and you are solely responsible for maintaining the confidentiality of your password. Chictini is not responsible for any loss of or stolen passwords on your behalf.

In order to be able to create a store account and fully comply with the Merchant User Agreement use must also agree to the following criteria/terms:

Section 8.2 Chictini's Role as a Passive Conduit

(i)You acknowledge that, by only providing You with the ability to publish and distribute Your own or third party products, services or content, Chictini and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Store. Chictini has no obligation to You or any third party, and undertakes no responsibility, to review Your Chictini Store, the products or services listed therein or any other content, including but not limited to user-generated content, published and/or distributed on Your Chictini Store to determine whether any such product, service or content may incur liability to the third parties. Notwithstanding anything to the contrary herein, if Chictini believes in its sole discretion (as applicable) that Your Chictini Store or any products, services, content or other materials in the Chictini Store or on Chictini's servers may create liability for Chictini itself, You agree that Chictini may take any actions with respect to the content or materials or Your Chictini Store that Chictini believes are prudent or necessary to minimize or eliminate Chictini' potential liability. Chictini shall, as applicable, be the sole judge of what content or materials may create liability for Chictini.

During the period that Chictini provides Services to You, You hereby grant to Chictini and its subcontractors a non-exclusive, irrevocable, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, promote, publicly perform, publicly display and digitally perform Your content solely for the purposes provided in this Agreement.

(ii) Chictini Store Accounts and Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law and over the age of 18. If You are registering as a business entity, You represent that You have the authority to bind the entity to the Terms of Service and Merchant User Agreement. If for any reason, Chictini, in its sole discretion, believes any information you provide during registration to be incorrect, it reserves the right, without provision of any notice to You, to revoke any and all licenses under this Agreement or to refuse to provide Chictini Store Account services under this Agreement to You.

(iii) Software provided by Chictini, and all worldwide intellectual property rights therein, are the exclusive property of Chictini. All rights in and to the Software not expressly granted to You in this Agreement are reserved by Chictini.

Subject to the terms and conditions of this Agreement, Chictini grants to You a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for Chictini solely for the purpose of building and maintaining an interactive store hosted by the Chictini on which You offer Your or a third party's products or services ("Your Chictini Store").

You acknowledge that the Software and its structure, organization, and source code constitute valuable trade secrets of Chictini. Accordingly, You will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software or (d) transfer your interest in and to Your Store to any third party.

(iv) Subject to the terms and conditions of this Agreement, and upon Your election to use and pay applicable fees (if any) for certain features of the Chictini Store software, Chictini grants to You a non-exclusive, non-transferable, revocable, royalty-free license (without the right to grant sublicenses) to use and reproduce those trademarks provided to you by Chictini under this Agreement solely for use in the display on those locations on Your Store's web pages as designated by Chictini in its sole discretion, that is incorporated herein by reference and that Chictini may periodically change from time to time. Chictini grants no rights in the Chictini Stores other than those expressly granted in this agreement. You acknowledge Chictini's exclusive ownership of the Chictini Trademarks. You agree not to take any action inconsistent with such ownership and You agree not to adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Chictini or in such a way as to create combination marks with the Chictini trademarks. At Chictini's request (in its sole discretion), You will immediately discontinue any use and display of the Chictini Marks. You acknowledge and agree that, except with respect to the trademark license granted herein in and to the Chictini Marks, no licenses are granted by Chictini to any other trademarks, service marks, or trade names owned by Chictini, its parent, or affiliates.

(vi) Certain additional features that Chictini may make available to You may require access to and/or installation of additional software (including third party software) that is subject to supplemental or independent terms and conditions ("Additional Software"). Similarly, Chictini may make available additional services (including third party services) that are subject to supplemental or independent terms and conditions ("Additional Services"). You agree that You will not use such Additional Software or Additional Services unless You have agreed to the applicable terms and conditions, including but not limited to Your payment of additional fees as required.

Section 8.3. Tools and Services Provided by Chictini

Upon activation of Your account and subject to the payment of applicable fees, Chictini will provide certain hosting, support and other miscellaneous Services for creating Chictini Stores licensed by You under this Agreement and Your Chictini Store during the term of this Agreement as stated here. Your Store shall be hosted on Chictini's Server (via a third-party) on which several merchants may share the resources and network capacity of that server.

At Your request, and subject to Chictini's approval/acceptance of your request and Your payment of applicable fees, Chictini will provide design and customization Services/tools for Your Chictini Store that can be changed/altered/deleted at any time of Chictini's choosin and in accordance with Chictini's then current customization terms and conditions. Chictini.com reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to You. You agree to receive administrative communications from Chictini.com in regards to the Software, Chictini Store Services, Your account, policy changes and system updates. You shall provide all text, music, sound, photographs, video, graphics, logo data, software, design, information and all other content for Your Chictini Store to Chictini.com within a time period designated by Chictini. Chictini shall transfer all Your content into electronic form and a user-accessible format.

Ending your Chictini Store Account or changing/downgrading the type of your Chictini Store Account may cause the loss of Content, features, or capacity of your Chictini Store Account. Chictini is not liable for any such loss.

Section 8.4 Your Chictini Store And Your Responsibility For Controlling Its Content Within Chictini's Terms

You will be solely responsible for the development, operation and maintenance of Your Chictini Store, including the operation of Your Chictini Store, accepting, processing and filing customer orders generated through Your Chictini Store, handling any customer service issues (including but not limited to complaints, inquiries, or disputes arising from orders or sales generated through Your Chictini Store) and fulfillment/shipping of products sold on your Chictini. You agree that Chictini has no obligation to back-up any data related to Your Chictini Store's operations and you should independently take appropriate steps to maintain such data in accordance with Your needs and requirements. You will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content on Your Chictini Store, regardless of whether Chictini provides any design or customization Services/tools to You under this Agreement, including all descriptions of the products and services You offer to customers of Your Chictini Store and user-generated content on and related to Your Chictini Store. As a conduit, Indie Chictini will give You complete discretion over Your content provided it is compatible and interoperable with this Terms of Service and contains no products that fall into any category of prohibited items provided by Chictini in this Agreement. You retain all rights, title and interest in and to all intellectual property rights embodied in Your content, exclusive of any content provided by Chictini. Notwithstanding anything contained in the foregoing, if You breach any of the rules/terms/prohibitions of this Terms of Service/Agreement, Chictini is entitled to suspend or terminate Your Store and/or any access to information or data related to Your account.

Section 8.5 User Policy of Store Accounts and Prohibited Items

In addition to all of the Terms of Service Agreements listed above, a visitor/user creating a store/merchant account on Chictini.com must also abide by the following rules.

Chictini reserves the right and complete discretion to determine what is unacceptable use of its store account services and has the right to suspend or terminate your account and thus Chictini.com's store account services as well as take other action that Chictini deems appropriate. You may only create a store account for lawful purposes only. You may not transmit, store or present any information, file, material, items or subjects in violation of any applicable law or regulation in any country, nor can you use a Chictini Store account to facilitate or assist on behalf of others in violating any law or regulation.

In addition to the content set forth of which is not allowed on Chictini.com, you are also NOT allowed in creating a store account that contains/sells/promotes:

• any item/information that is falsely advertised, inaccurate, or misleading
• counterfeit or stolen items for sale or even marketed on the site
• any item that infringes or misappropriates Chictini.com's or any third party's copyright, patent. Trademark, trade secret or other proprietary rights or rights of publicity pr privacy
• any item that libels or contains any defamatory remarks/comments toward any individual or party
• any item that violates any law, statute, ordinance or regulation of any country
• any item that promotes violence or any unlawful activity
• any item that promotes hard or violence, or harassment toward any individual or party
• any item that is considered illegal contraband
• any item that is considered obscene, or pornography
• any item that can be used for illegal/harmful activity such as burglary tools, explosive material (fireworks, detonators, explosive devices, or any device that can be used to devise an explosive item)
• any item that can be used to hide/falsify one's identity (such as uniforms and badges)
• drugs of any kind, organic materials, bodily fluids
• alcohol
• documents that contain any personal information (Identification cards, passports, financial records, electronic data, and thus)
• weapons of any sort (firearms, knives, martial art weapons, toy guns, water guns, and thus)
• food and/or perishable goods
• digital/downloadable content
• farming materials (include fertilizer, pesticides, seeds)
• any item that can be scalped (tickets, reservations)
• stocks and other securities (such as put and call options and thus)
• any item that contains an design, image, or likeness that infringes on another party's patent, copyright, trademarks, or trade dress
• Any item not meant for resale or prohibited from being sold to another consumer after the original purchase from a manufacturer/merchant/retailer.
• any item that PayPal's Acceptable Use Policy identifies as illegal or may be illegal under certain circumstances

If any of the above items or any future items that Chictini deems unacceptable are found to be in your account, Chictini has the right to suspend or terminate your account and our services without notice and will have the right to report your activities to federal and/or state law enforcement agencies.

Though Chictini will do its best to maintain that illegal/offensive items are not sold through our services, the merchant agrees to be held solely liable for all items they sell on their stores. Merchants and visitors to the Chictini stores cannot hold Chictini responsible/liable for any product that a merchant sells on their Chictini store or any transaction made through a chictini store.

In addition to the agreements set forth with Chictini.com's Terms of Service, you also adhere to the fact that your relationship with PayPal is separate from your relationship with Chictini and is governed by the terms and conditions set forth in the PayPal User Agreement and Privacy Policy. PayPal reserves the right to refuse process of any payments for any activities it deems illegal or illegal under certain circumstances.

Section 8.6 Customer Data Collection, Your Data, And Your Privacy Policy In Handling Customer Data

As between Chictini and You, You shall own all data disclosed by or collected about (a) an individual or entity that accesses Your Store to browse or shop ("Customer Data"), and (b) You ("Your Data"). Chictini does not sell or rent Your Data to third parties for marketing purposes without Your explicit, that is incorporated herein by reference and as it may be amended from time to time.

Chictini shall collect, store and process Customer Data and Your Data on computers located in the United States that are protected by physical as well as technological security devices. If You object to Customer Data or Your Data being collected, stored or processed in this way, please do not use the Software or Services.

You shall maintain all Customer Data that is collected by or disclosed to You in trust and confidence and use and disclose such information solely in accordance with Your privacy policy. You must post, maintain and adhere to Your privacy policy that informs Your Chictini Store customers what Customer Data is collected, how it is used, the effective date of Your privacy policy and how customers of Your Stores can learn of changes to Your privacy policy via the FAQ section of Your Chictini Store. In addition, You must prominently include within Your posted privacy policy a statement notifying Your customers that Your Store is hosted by Chictini.com and that Chictini has access to aggregated information about customers of Your Store in order for Chictini to analyze performance and make improvements to Chictini services. Chictini also maintains the right to collect any transaction data that occurs in your Chictini Store.

You shall not misuse the collection of your customer data including but not limited to data that provides informational data on your customer in ways that Chictini sees unfit or unacceptable. Chictini has the right to use its discretion to see what it deems is unacceptable use of customer data.

Section 8.7 Subscription/Chictini Store Service Fees; Taxes; & Audit Rights

You shall pay the fees set forth for the Software license and Chictini Services purchased by You in accordance with Chictini's Fees Policy that is incorporated into this Agreement by reference. Chictini may change the fees for its Services (including but not limited to the Chictini Store Account Subscription fee) from time to time.

Section 8.8 Invoicing Your Chictini Store Services

Chictini.com will invoice You via PayPal and You agree to pay for non-refundable monthly subscription and other annual or one-time fees, in advance, including fees for the license of Software and Services to be rendered to You by or on behalf of Chictini in the following month. For free service account types, Chictini.com has the right to generate revenue via your store account in other means it deems acceptable.

Chictini's Store Services are billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

Upon non-payment Chictini may re-attempt to collect the amount due up to 3 times before suspending or terminating Your Account.

Section 8.9 - Taxes

All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, whether federal, state or foreign, and You will be responsible for payment of all such taxes (other than taxes based on Chictini's income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement including the access to or license of the Software and performance of the Services hereunder.

Section 9 - Disputes

In the event a dispute arises between You and Chictini, Chictini's goal is to provide You with a neutral and cost effective means of resolving the dispute quickly. Accordingly, You and Chictini agree that any claim or controversy at law or equity that arises out of this Agreement, the Software, or Services ("Claims") shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, Chictini strongly encourages You to first contact Chictini via email at info@chictini.com to seek a resolution and Chictini will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.

a) Binding Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, You or Chictini may elect to resolve the dispute through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by an established arbitrator mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

b) Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in Brooklyn, New York. You and Chictini agree to submit to the personal jurisdiction of the courts located within the county of Kings County, Brooklyn, NY.

c) Alternative Dispute Resolution. Alternatively, Chictini will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in Brooklyn, NY or another location mutually agreed upon by the parties. All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section by the first party to file a Claim. Should either party file an action contrary to this Section, the other party may recover attorneys' fees and costs up to $1000, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.

Without limiting other remedies, Chictini may limit Your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate Your account or Your Chictini Store, in whole or in part, and refuse to provide some or all of the Software functionality or Services to You if: (a) You fail to pay any fees in accordance with having a store account as listed in this agreement; (b) You breach this Agreement or the documents it incorporates by reference in any manner; (c) Chictini is unable to verify or authenticate any information You provide to Chictini; or (e) Chictini believes that Your actions may cause financial loss or legal liability for You, Your Store customers, or Chictini.

Section 10. Copyright Infringement and DMCA Policy

As Chictini.com asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Chictini.com violates your copyright, you are encouraged to notify Chictini.com in accordance with the Digital Millennium Copyright Act (”DMCA”) Policy. Chictini.com will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of Chictini.com or others, Chictini.com may, in its discretion, terminate or deny access to and use of the Website. In the case of such termination, Chictini.com will have no obligation to provide any redemption of points in the Chictini.com membership incentive program.

Upon proper notification of a claimed infringement anywhere on Chictini.com (including but not limited to products sold in a Chictini Store), Chictini will respond as fast as it can to remove, or disable access to, the material that is claimed to be infringing or to be the subject of infringing activity.

When contacting Chictini.com of an infringement, the notifier must state:

• their name, contact info, and reason they are acting on behalf of the property that is allegedly infringed, and a statement that the information in the notification is accurate, and under penalty of perjury, that the notifier is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Chictini to locate the material;
• A statement that the notifier has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;

Upon investigating the alleged infringement, Chictini will review the evidence and decide whether to have the content removed, terminate the infringer's account and other course of actions.

To make a claim of copyright infringement, you can email: info@chictini.com

Section 11. Intellectual Property

This Agreement does not transfer from Chictini.com to you any Chictini.com or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Chictini.com. Chictini.com, Chictini.com subsidiaries, the Chictini.com logo, and all other trademarks, service marks, graphics and logos used in connection with Chictini.com, or the Website are trademarks or registered trademarks of Chictini.com. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Chictini.com or third-party trademarks.

Section 12. Changes to the Terms of Service Agreement

Chictini.com reserves the right, at its sole discretion, to modify or replace any part of this Agreement, including a complete replacement of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Chictini.com may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Chictini.com.

Section 13. Termination

Chictini.com may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Chictini.com account (if you have one), you may simply discontinue using the Website. Chictini.com members can also cancel their account by emailing info@chictini.com from the email address their account is attached/identified by with a message signaling Chictini.com to cancel their account. Chictini Store Accounts must be cancelled via Chictini.com. All provisions of this Agreement which by their nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. If a Chictini Store Account receives a high negative rating from customers, Chictini shall review the store and has the right to terminate the store and the merchant's account without due notice. Chictini will not be liable for any mishandled transactions for a merchant who has received orders after they improperly cancelled their store account.

Section 13.2 Rights Upon Termination

In the event of expiration or termination for any reason, the licenses granted under this Agreement shall automatically and immediately cease and You shall destroy all copies of the Software in Your possession, if any. Upon termination, there will be no refund provided to You and all outstanding fees owed by You shall become immediately due and payable. Termination shall not affect the rights of Chictini to recover from Your losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorneys fees or expert witnesses' cost or other costs of any kind under this Agreement.

Section 14. Disclaimer of Warranties

Chictini.com, its subsidiaries and its services are provided “as is”. Chictini.com and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Chictini.com nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted and make no representations regarding uptime, use, data security, accuracy and reliability of their services. You understand that you download from, or otherwise obtain content or services through, the Chictini.com site at your own discretion and risk. You acknowledge and agree that this Disclaimer of Warranties is reasonable and an essential element of this agreement and that in its absence, the economic terms of this agreement would be substantially different.

Section 15. Limitation of Liability

In no event will Chictini.com, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data. Chictini.com shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Section 16. General Representation and Warranty

You represent and warrant that (i) your use of the Website will be in strict accordance with the Chictini.com Privacy Policy, with this Terms of Service Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of Chictini.com will not infringe or misappropriate the intellectual property rights of any third party.

Section 17. Indemnification

You agree to indemnify and hold harmless Chictini.com, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including any and all losses, costs, liabilities, and attorneys' fees, arising out of your use of the Chictini.com, including but not limited to out of your violation this Agreement and any claim arising from the sale or license of goods or services in a Chictini store. Chictini's, its suppliers' and service providers' indemnity rights shall not be limited or offset by any contributory negligence by Chictini.

Section 18. Miscellaneous

This Agreement constitutes the entire agreement between Chictini.com and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized founder/executive of Chictini.com, or by the posting by Chictini.com of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of New York, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in New York, NY. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by arbitrators appointed in accordance with such Rules. The arbitration shall take place in New York, New York in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Chictini.com may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.