TERMS AND CONDITIONS

INTRODUCTION
Please read these Terms of Use fully and carefully before using https://www.lysfashion.com (the “Platform”) and the services, features, Content (defined below) offered by Lys.Fashion bvba (“LYS.FASHION”, “we”, “us” or “our”) (together with the Platform, the “Services”).

These Terms set forth the legally binding terms and conditions for your use of the Platform and the Services. By using the Services and the Content, you, on behalf of your Supplier (as defined below or Subscribers as mentioned in the Supplier Subscription Agreement) or Retailer (defined below), as applicable (collectively, “You” or “Your”), agree to be bound by these Terms and by our Privacy and Cookie Policy. If You object to anything in these Terms or the Privacy Policy, You are prohibited from using the Service.

THE LYS.FASHION SERVICE
LYS.FASHION provides a number of Internet-based services through the Platform. One such service enables fashion brands (“Suppliers”) and stores or retailers of the Products offered by these Suppliers (“Retailers”) to discover, and to connect to one another and enter into Retailer/Supplier relationships. Access to the LYS.FASHION SERVICE as a Supplier or as a Retailer is granted only after a membership request has been received and access granted by an employee of LYS.FASHION.

SUPPLIER REGISTRATION
By using the Services or registering for a Supplier Account, You represent and warrant that You are, or are an employee, officer, consultant, agent or affiliate of, a fashion brand. We may, in our sole discretion, refuse to offer the Services to You, or any person or entity and change eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to You and the right to access the Services is revoked where these Terms or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for Your use, and not for the use or benefit of any third party.

Users who would like to create a Supplier Account must agree to these terms and conditions as well as the Supplier Agreement.

RETAILER REGISTRATION
By using the Services or registering for a Retailer Account, You represent and warrant that You are, or are an employee, officer, consultant, agent or affiliate of, a Professional Retailer of fashion products. We may, in our sole discretion, refuse to offer the Services to You, or any person or entity and change eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to You and the right to access the Services is revoked where these Terms or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for Your use, and not for the use or benefit of any third party.

Users who would like to create a Retailer Account must agree to these terms and conditions as well as the Retailer Agreement.

By registering for and/or using the Services in any manner, You agree to these Terms and all other operating rules, policies and procedures that may be published from time to time on the Services by us, each of which is incorporated by reference and each of which may be updated from time to time.

Certain of the Services may be subject to additional terms and conditions specified by us from time to time; Your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

These Terms apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

For the purpose of these Terms “Product Content” includes all Content relating to Products available on the Platform and all other Content added, created, uploaded, submitted, distributed, or posted to the Platform by users is considered “User Content”. The term “Content” includes, without limitation, videos, audio clips, written posts and comments, information, data, text, photographs, software, scripts, graphics, trademarks, logos and interactive features generated, provided, or otherwise made accessible on or through the Services, in addition to Product Content and User Content. All Content whether publicly posted or privately transmitted, is the sole responsibility of the person or Supplier from which such Content originated.

THIRD PARTY ACCOUNTS
As part of the Services, we may ask You to link Your third party accounts (such as Facebook, Instagram, LinkedIn and Twitter) (“Third Party Accounts”). By signing into the Service through or linking Your Account to any Third Party Account, You permit us to access and aggregate certain information from Your profiles on such platforms for use by the Service. You ultimately control how much information is accessible via Third Party Accounts via Your privacy settings on such platforms. Please note that these account sharing restrictions may result in You being unable to use some or all features of the Service. When You use the Service, You are authorizing us to collect, store, and use, in accordance with our Privacy Policy, any information that You permit the third party websites to provide to us and to access tokens made available by those third party websites.

RULES OF CONDUCT
As a condition of use, You promise not to use the Services for any purpose that is prohibited by these Terms of Use. You are responsible for all of Your activity in connection with the Services.

You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any Product Content or User Content, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (ii) You know is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; (vi) impersonates any person or entity, including any of our employees or representatives; or includes anyone’s identification documents or sensitive financial information.

You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that You receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

TERMINATION
We may terminate Your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with Your membership. You are able to terminate Your Account with Lys.Fashion at any time by contacting support@Lys.Fashion. Any fees paid hereunder are non-refundable. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

The services and content are provided “as is”, “as available” and without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. We and our directors, employees, agents, suppliers, partners and content providers do not warrant that: (i) the services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the services is free of viruses or other harmful components; or (iv) the results of using the services will meet your requirements. Your use of the services is solely at your own risk. Some states do not allow limitations on implied warranties, so the foregoing limitations may not apply to you.

INDEMNIFICATION
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, directors, and representatives from all liabilities, claims, and expenses, including reasonably and properly incurred attorneys’ fees, that arise solely from or relate to Your misuse of, or access to, the Services, Content, or Product Content or Your User Content, any infringement by You of any third party’s intellectual property in connection with Your use of the Services, Content, Product Content or User Content. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will reasonably assist and cooperate with us in asserting any available defenses. For clarity, You further agree to promptly reimburse LYS.FASHION for any reasonably and properly incurred expenses (including fees and disbursements of counsel) as they are incurred by LYS.FASHION in connection with investigating, preparing for or defending, or providing evidence in, any pending or threatened action, claim brought under this section.

LIMITATION OF LIABILITY
Nothing in these terms and conditions shall limit or exclude either party’s liability for: death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); fraud or fraudulent misrepresentation; and any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

Subject to the above neither party shall under any circumstances whatever be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for (a) any loss of goodwill, profit, revenue, or anticipated savings; or (b) any loss that is an indirect or secondary consequence of any act or omission of the other; or (c) any bugs, viruses, trojan horses, or the like (regardless of the source of origination).

Your Liability to Us in respect of all loss or damage arising under or in connection with these terms and conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total of the Order Values placed through the Platform over the entire term of these terms and conditions.

Our liability to You in respect of all loss or damage arising under or in connection with these terms and conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total of all fees paid to Us by You over the entire term of these terms and conditions.

GOVERNING LAW AND JURISDICTION
These Terms shall be governed by and construed in accordance with the laws of Belgium. The place of jurisdiction is Brussels, Belgium.

These Terms are the entire agreement between You and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and us with respect to the Services. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

MODIFICATION
We reserve the right, in our sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending You notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict Your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also Your responsibility to check these Terms periodically for changes. Your continued use of the Services following notification of any changes to these Terms constitutes acceptance of those changes.

LANGUAGE/LANGUE/TAAL
Suppliers and Retailers agree that this Agreement, and all correspondence and documentation relating to these Terms and Conditions, Supplier Subscription and Retailer Agreement, shall be written in the English language. Vous acceptez que ces termes, ainsi que toute la correspondence et la documentation relative à ces termes, soient rédigées en langue anglaise. U aanvaard deze voorwaarden alsook dat alle communicatie et documentatie aangaande deze voorwaarden in het engels wordt gevoerd.

MISCELLANEOUS
FORCE MAJEURE: We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

ASSIGNMENT: These Terms are personal to You, and are not assignable, transferable or sublicensable by You except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

AGENCY: No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.

NOTICES: Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to support@lys.fashion.

NO WAIVER: Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide You with written notice of such waiver through one of our authorized representatives.

HEADINGS: The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

LAST REVISED: 28TH JUNE, 2018