Welcome to FASHIONBANK ONLINE (“FBO”),which includes the FASHIONBANK ONLINE< website, and the mobile version of the FASHIONBANK ONLINE< website. This page explains the terms by which you may use any aspect of FBO.
1.1.The terms used with capital letters in these General Conditions, whether in the singular or plural are defined in the text or as follows:
Agreement: the agreement between FBO and the User in relation to the Services provided by FBO of which the General Conditions are an integral part;
FASHIONBANK: the FASHIONBANK ONLINE website and/or the mobile version of the FASHIONBANK ONLINE website;
General Conditions: these General Terms and Conditions;
Intellectual Property Rights: means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Services: the services provided by FBO;
Streaming: means a contemporaneous digital transmission of an audiovisual work via the Internet from
the FBO Service to a User’s device in such a manner that the data is intended for real-time viewing and
not intended to be copied, stored, permanently downloaded, or redistributed by the User.
User: all visitors, users and others who access FASHIONBANK.
2.1. These General Conditions govern each Agreement with, and performance of work by, FBO. Any terms or conditions stipulated by the User that differ from, or are not covered by these General Conditions, will only bind FBO if and insofar as they have been expressly agreed by FBO in writing.
2.2. User is accepting the applicability and validity of these General Conditions by visiting the website, ordering Services and by creating an account on the FASHIONBANK ONLINE website and/or the mobile version of the FASHIONBANK ONLINE website (the “FBO-account”).
2.3.FBO reserves the right to change the General Conditions. Any changes will also be binding upon pre-existing Agreement subject to the User being given 30 days notice of the changes.
3. Use of Services
3.1. FBO License Grant
3.1.1Subject to the terms and conditions of this Agreement, User is hereby granted a non-exclusive, limited, non-transferable, freely revocable license by FBO to use FASHIONBANK for his personal, non-commercial use only and as permitted by the features of FASHIONBANK. FBO reserves all rights not expressly granted herein in FASHIONBANK and the FBO Content (as defined below). FBO may terminate this license at any time for any reason or no reason.
3.2 FBO Account
3.2.1. The FBO account gives User access to the Services and functionality that FBO may establish and maintain from time to time and in her sole discretion. FBO
may maintain different types of accounts for different types of Users.
3.2.2.The natural person acting on behalf of the User, being a legal entity, legal organization, or a natural person acting in the practice of a profession or the operation
of a business represent and warrants that he or she is an authorized representative of the entity with the authority to bind the entity to this Agreement, and that
he or she agrees to this Agreement on the entity’s behalf.
3.2.3. User gives FBO permission by connecting to FASHIONBANK with a third-party service, to access and use the information from that service as permitted by that
service, and to store User log-in credentials for that service.
3.2.4User indemnifies FBO against any third-party claim which might result from User connecting to FASHIONBANK with a third-party service.
3.2.5User may never use another User’s account without permission. When creating the account, User must provide accurate and complete information. User is
solely responsible for the activity that occurs on their account, and must keep the account password secure. FBO encourages Users to use “strong”
passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with their account.
3.2.6User must notify FBO immediately of any breach of security or unauthorized use of their account. FBO will not be liable for any losses caused by any
unauthorized use of their account.
3.2.7User may control their User profile and how to interact with FASHIONBANK by changing the settings in the “My Account” page.
3.3.1. User agrees not to engage in any of the following prohibited activities:
(i)copying, distributing, or disclosing any part of FASHIONBANK in any medium (except as may be specifically authorized elsewhere in the Agreement), including without limitation by any automated or non-automated “scraping”;
(ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access FASHIONBANK in a manner that sends more request messages to the FBO servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
(iii) transmitting spam, chain letters, or other unsolicited email;
(iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running FASHIONBANK;
(v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on FBO infrastructure;
(vi) uploading invalid data, viruses, worms, or other software agents through FASHIONBANK;
(vii) collecting or harvesting any personally identifiable information, including account names, from FASHIONBANK;
(viii) using FASHIONBANK for any commercial solicitation purposes;
(ix) impersonating another person or otherwise misrepresenting User affiliation with a person or entity, conducting fraud, hiding or attempting to hide User identity;
(x) interfering with the proper working of FASHIONBANK;
(xi) accessing any content on FASHIONBANK through any technology or means other than those provided or authorized by FASHIONBANK; or
(xii) bypassing the measures FBO may use to prevent or restrict access to FASHIONBANK, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of FASHIONBANK or the content therein.
3.3.2. Except as may be specifically authorized elsewhere in the Agreement, accessing any audio-visual content that may be available on FASHIONBANK for any purpose or in any manner other than Streaming is expressly prohibited.
3.3.3FBO may, without prior notice, change FASHIONBANK; stop providing FASHIONBANK or features of FASHIONBANK, to User or to Users generally; or create usage limits for FASHIONBANK. FBO may permanently or temporarily terminate or suspend User access to FASHIONBANK without notice and liability for any reason, including if in our sole determination User violates any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, User continues to be bound by this Agreement.
3.3.4 User is solely responsible for his interactions with other FBO Users. FBO reserves the right, but has no obligation, to monitor disputes between Users. FBO shall have no liability for User’s interactions with other Users, or for any User’s action or inaction.
4. User Content
4.1.Some areas of FASHIONBANK may allow Users to post content such as photos, profile information, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on FASHIONBANK “User Content”).
4.2.FBO claims no ownership rights over User Content created by User. The User Content User creates remains the ownership of User; however, by sharing User Content through FASHIONBANK, User agrees to allow others to view, edit, and/or share your User Content in accordance with User’s settings and this Agreement. FBO has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via FASHIONBANK.
4.3.FBO takes no responsibility and assumes no liability for any User Content that User or any other User or third party posts or sends over FASHIONBANK. User shall be solely responsible for their User Content and the consequences of posting or publishing it, and User agrees that FBO is only acting as a passive conduit for the online distribution and publication of the User Content. User understands and agrees that he may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to their purpose, and User agrees that FBO shall not be liable for any damages User alleges to incur as a result of User Content.
4.4.FBO may exercise the rights to the User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
4.5.User agrees not to post User Content that:
(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to User, to any other person, or to any animal;
(ii) may create a risk of any other loss or damage to any person or property;
(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
(iv) may constitute or contribute to a crime or tort;
(v) contains any information or content that FBO deems to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, profane, or otherwise objectionable;
(vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
(vii) contains any information or content that User does not have a right to make available under any law or under contractual or fiduciary relationships; or
(viii) contains any information or content that User knows is not correct and current. User agrees that any User Content that he posts does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights or rights of privacy.
4.6FBO reserves the right, but is not obligated, to reject and/or remove any User Content that FBO believes, in its sole discretion, violates any provision in this Agreement.
5. User’s Content warranties
5.1In connection with the User Content, User affirms, represents and warrants the following:
5.1.1.To the extent that User Content contains music, User hereby represent that he is the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted in article 6. User understands that publishing User Content on FASHIONBANK is not a substitute for registering it with any rights organization under Dutch law or under any other law or regulation.
5.1.2.User has the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by FASHIONBANK and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
5.1.3.User Content and FBO’s use thereof as contemplated by this Agreement and FASHIONBANK will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
5.1.4.User Content will not violate, infringe any Dutch law or regulation or any other (local) law or regulation the User might be subject to.
5.1.5.To the best of User’s knowledge, all their User Content and other information that he provides to FBO is truthful and accurate.
6. User Content License Grant
6.1.By posting any User Content on FASHIONBANK, User expressly grants and User represents and warrants that he has all rights necessary to grant, to FBO a royalty-free, sub licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and their name, voice, and/or likeness as contained in their User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with FASHIONBANK and FBO’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of FASHIONBANK (and derivative works thereof) in any media formats and through any media channels.
6.2.User also grants each User of FASHIONBANK a non-exclusive license to access their User Content through FASHIONBANK, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of FASHIONBANK and under this Agreement.
7. Mobile Software
7.1FBO may make available software to access FASHIONBANK via a mobile device (“Mobile Software”). To use the Mobile Software User must have a mobile device that is compatible with the Mobile Software. FBO does not warrant that the Mobile Software will be compatible with User’s mobile device.
7.2.FBO Mobile Software License Grant
7.2.1FBO hereby grants User a non-exclusive, limited, non-transferable, freely revocable license to use a compiled code copy of the Mobile Software for one FBO account on any mobile device owned or leased solely by User, for their personal use. User may not:
(i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law;
(ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party;
(iii) make any copies of the Mobile Software;
(iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or
(v) delete the copyright and other proprietary rights notices on the Mobile Software.
7.2.2. User acknowledges that FBO may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that User are using on their mobile device. User consents to such automatic upgrading on their mobile device, and agrees that the terms and conditions of this Agreement will apply to all such upgrades.
7.2.3.Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
7.2.4.The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and FBO or its third party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by User to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. FBO reserves all rights not expressly granted under this Agreement. In addition, the Mobile Software may be subject to the import and export laws of other countries. User agrees to comply with all Dutch and foreign laws related to use of the Mobile Software and the FBO Service.
8. FBO Proprietary Rights
8.1.Except for the User’s User Content, FASHIONBANK and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “FBO Content”), and all Intellectual Property Rights related thereto, are the exclusive property of FBO and its licensors (including other Users who post User Content to FASHIONBANK). Except as explicitly provided herein, nothing in this Agreement shall be deemed to grant any rights to, or create a license in or under, any such Intellectual Property Rights, and User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any FBO Content. Use of the FBO Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
8.2.FBO may choose to or FBO may invite Users to submit comments or ideas about FASHIONBANK, including without limitation about how to improve FASHIONBANK or our products (“Ideas”). By submitting any Idea, User agrees that their disclosure is gratuitous, unsolicited and without restriction and will not place FBO under any fiduciary or other obligation, and that FBO is free to use the Idea without any additional compensation to User, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. User further acknowledges that, by acceptance of their submission, FBO does not waive any rights to use similar or related ideas previously known to FBO, or developed by its employees, or obtained from sources other than User.
9. FASHIONBANK Image Galleries
9.1.The image gallery specifically allows for the downloading of the images (as indicated by an icon on or proximate to an image in an image gallery that allows for such action), FBO grants User a limited worldwide, non-exclusive, freely revocable, royalty-free license and right to link to, copy or otherwise access or reference the downloadable image file for their own non-commercial purposes only.
10.3. Under section 8(b) of the Personal Data Protection Act FBO may provide personal data provided by the User under the Agreement to a third party for the purpose of the performance of the Agreement. FBO does not require consent from the User for the aforementioned purpose.
10.5.FBO is not obligated to comply with any local law or regulation, other than Dutch laws and regulations, in relation to personal data the User might be subject to.
11. Third-Party Links
11.2.User indemnifies and relieves FBO from any and all liability arising from User’s use of any third-party website, service, or content. Additionally, User’s dealings with or participation in promotions of advertisers found on FASHIONBANK, including payment and delivery of goods, and any other terms (such as warranties) are solely between User and such advertisers. User agrees that FBO shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
12.1User agrees to defend, indemnify and hold harmless FBO and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) their use of and access to FASHIONBANK, including any data or content (including, but not limited to, any images in any Image Gallery) transmitted or received by User; (ii) User’s violation of any term of this Agreement, including without limitation their breach of any of the representations and warranties above; (iii) User’s violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) User’s violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of User’s User Content or any that is submitted via their account; or (vi) any other party’s access and use of FASHIONBANK with User’s unique username, password or other appropriate security code.
13. No Warranty FBO
13.1.The Service by FBO is provided on an “as is” and “as available” basis. Use of the Service is at User’s own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from FBO or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, FBO, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at User’s own risk and you will be solely responsible for any damage to User’s computer system or mobile device or loss of data that results from such download or User’s use of the Service.
13.2.FBO does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the FBO Service or any hyperlinked website or service, and FBO will not be a party to or in any way monitor any transaction between User and third-party providers of products or services.
14. Limitation of Liability
14.1.FBO is only liable to User (i) in the event of an attributable breach of the Agreement, including an attributable breach of any obligation under a guarantee, but only to the extent of compensation up to the value of the non-performance, or (ii) in the event of any unlawful act attributable to FBO which results in loss or physical injury to persons.
14.2To the maximum extent permitted by applicable law, in no event shall FBO, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, the Services provided by FBO. Under no circumstances will FBO be responsible for any damage, loss or injury resulting from hacking; tampering or other unauthorized access or use of the Service or User account or the information contained therein.
14.2. To the maximum extent permitted by applicable law, FBO assumes no liability or responsibility for any:
(i) errors, mistakes, or inaccuracies of content;
(ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of FBO Services;
(iii) any unauthorized access to or use of FBO secure servers and/or any and all personal information stored therein;
(iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, Trojan horses, or the like that may be transmitted to or through FBO Service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or
(vii) user content or the defamatory, offensive, or illegal conduct of any third party. In no event shall FBO, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to FBO hereunder.
14.3.To the maximum extent permitted by applicable law, you expressly relieve FBO, its affiliates, employees, contractors, agents, licensors and vendors (including the licensor of any image that appear in any image gallery) from any and all liability arising from your use in any manner (whether permitted or not permitted by this agreement) of any images found on FASHIONBANK or of any other FASHIONBANK content. Furthermore.
14.4.The amount of any compensation owed by FBO by virtue of the preceding sections may not exceed the amount paid out by the professional liability insurer of FBO. If in any case the insurer does not pay out, then liability is limited to the amount paid by User for the Service which the loss relates to.
14.5.The liability of FBO for any attributable breach of the Agreement only arises if the User has without delay served FBO with a written notice of breach specifying a reasonable period for remedying the breach, and FBO even after such period remains in attributable breach of her obligations under the Agreement. The notice of a breach must specify in as much detail as possible the nature of the breach to enable FBO to respond adequately.
14.6.The exclusion and limitation of liability as set out in the preceding sections do not apply if and insofar as the loss is caused by the deliberate act or gross negligence.
14.7.FASHIONBANK is controlled and operated from facilities in the Netherlands. FBO makes no representations that FASHIONBANK is appropriate or available for use in other locations. Those who access or use FASHIONBANK from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable EU and local laws and regulations, including but not limited to export and import regulations.
15. Jurisdiction and Disputes
15.1.The General Conditions and the Agreement are governed by Dutch Law.
15.2.Any dispute between Parties concerning the Agreement which cannot be settled amicably must be submitted exclusively in the competent court in Amsterdam.
16. Other Provisions
16.1.This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by User, but may be assigned by FBO without restriction.
16.2.Where reference is made in these General Conditions to “writing”, this includes electronic communications such as email and fax, provided that the identity of the sender and the authenticity of the communication is sufficiently established. The burden of proving receipt of the electronic communication always lies with User.
16.3. If any provision of the Agreement or these General Conditions proves to be void, this will not affect the validity of the Agreement or these General Conditions as a whole. In such a situation FBO and User will negotiate a replacement provision that is valid whilst being as close as possible to the intent of the void provision.
16.4.No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and FBO’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
16.5Information stored in the systems of FBO constitutes full proof of the content thereof in the absence of proof to the contrary from the User