Terms of Service

Last Update:  August 29, 2019

DressDecode, Inc., including any current and/or future affiliate entities (collectively, “DressDecode,” “we,” “us,” or similar terms)  provides a technology platform that allows users to capture, analyze, and organize information about the garments users own and wear through DressDecode’s mobile applications and website with a homepage located at www.DressDecodeApp.com (collectively, the “Services”). These Terms of Service, together with the Privacy Policy, which is incorporated herein by reference, (collectively, the “Terms”) govern your access and use of the Services. These Terms constitute a legal agreement between you and DressDecode. “You,” “your,” and similar terms refer to you, the individual visiting the website or app, any person or entity on whose behalf you are accessing or using the Services, as well as any person or entity that may have or obtain rights through you.

You accept and agree to the most-recent version of these Terms by performing any of the following: (i) accessing or using the Services, or (ii) clicking a check-box indicating your agreement to these Terms. If you do not want to agree to these Terms, you must not access or use the Services.

DressDecode reserves the right to make changes to the Services, its content, and the Terms at any time. All changes to the Terms are effective immediately when posted and apply to all access to and use of the Services thereafter. If you are dissatisfied with the Services, its content or Terms, you agree that your sole and exclusive remedy is to discontinue accessing or using the Services.

Eligibility Requirements

The Services are offered and available to users who are thirteen (13) years of age or older and reside in the United States. By using the Services, you (or if you are under eighteen (18) your adult parent or legal guardian) represent and warrant that you are thirteen (13) years of age or older and otherwise meet all of the eligibility requirements contained herein. If you do not meet all of these requirements, you must not access or use the Services. If you are between thirteen (13) and eighteen (18) years of age, you represent and warrant that a parent or legal guardian has approved your use of the Services subject to these Terms.

Governing Law; Arbitration

These Terms are governed by the laws of the State of Minnesota, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Except for disputes that qualify for small claims court, all disputes arising out of or related to these Terms or any aspect of the relationship between you and DressDecode, whether based in contract, tort, statute, fraud, misrepresentation or other legal theory, will be resolved through final and binding arbitration in accordance with the American Arbitration Association’s rules and procedures. The arbitration shall take place in Minneapolis, Minnesota and the proceeding shall be confidential. The award rendered by the arbitrator may be confirmed and enforced in any court of competent jurisdiction. To the extent the arbitration provision above is not enforced for any reason, the parties hereby submit to the exclusive jurisdiction and venue of the federal and state courts located in Hennepin County, Minnesota and waive any claim of inconvenient forum. 

YOU AGREE THAT DRESSDECODE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY. YOU FURTHER AGREE THAT ANY ARBITRATION OR DISPUTE RESOLUTION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU AGREE TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION OR ANY SIMILAR COLLECTIVE LEGAL ACTION. YOU WILL PURSUE ANY CLAIM OR DISPUTE REGARDING DRESSDECODE IN YOUR INDIVIDUAL CAPACITY AND NOT AS PART OF A CLASS ACTION OR COLLECTIVE ACTION.  ANY CLAIM BY YOU MUST BE RAISED WITHIN TWELVE (12) MONTHS FROM THE DATE ON WHICH THE CLAIM AROSE OR IT IS WAIVED AND VOID.

Based in the United States

DressDecode is located in the United States and the Services are intended only for use by individuals in the U.S. and is not targeted to non-U.S. residents. DressDecode makes no representations that the information or materials on or linked through the Services are appropriate or available for use in other locations. Those who choose to access or use the Services from other locations do so on their own initiative and at their own risk and are responsible for compliance with all applicable laws, rules and regulations in their respective location in doing so. By submitting your personally identifiable information via the Services, you consent to the transfer to and processing of such data in the U.S. The Services are not intended to subject DressDecode to any non-U.S. jurisdiction or law. If you believe you are entitled to any additional rights under any non-U.S. laws or regulations, please contact us at Info@DressDecodeApp.com.

Intellectual Property Rights; Limited License to Install App
Unless otherwise noted, the Services and its entire content, features and functionality (including all information, software, text, displays, images, video, audio, and the compilation thereof) and any products offered via the Services are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by DressDecode, its vendors, or by third parties who have licensed their materials to DressDecode and are protected by U.S. and international copyright, trademark, patent, trade secret and other intellectual property or proprietary laws. DressDecode and its licensors expressly reserve all intellectual property rights in the Services, including all images, text, programs, products, processes, technology, content and other materials.

DressDecode names and logos and all related product and service names, design marks and slogans are the trademarks or service marks of DressDecode. All rights are reserved. You are not authorized to use any DressDecode name or mark in any advertisement, publicity or in any other commercial manner without prior written consent of DressDecode, except you may use the DressDecode name or mark in connection with your advertisement of your use of the Services. All other trademarks appearing in connection with the Services are the property of their respective owners. 

Access to the Services does not confer and shall not be considered as conferring upon anyone any license under any of DressDecode’s or any third party's intellectual property rights, other than the limited, personal, non-transferable, non-assignable, license to install the app on your mobile device, tablet, or similar computing device, solely and exclusively for your personal use.

Account Creation; Third Party Services; Security

To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide via the Services is correct, current, and complete. You agree that all information you provide to register with the Services or otherwise, including, but not limited to, through the use of any interactive features of the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

One of the special features of the Services is that it allows you to enable various online third party services, such as your digital calendar provider ("Third Party Services"), to be directly integrated into your DressDecode experience. To take advantage of this feature, we may ask you to provide us your username and password for the relevant Third Party Services. By enabling such Third Party Services, you are allowing us to pass your login information to these service providers for this purpose. When you add a Third Party Service account to the Services, we will collect your login information and other relevant information necessary to enable the Services to access that Third Party Service and your data contained within that Third Party Service. As part of such integration, such Third Party Services will provide us with access to certain information that you have provided to such Third Party Services. You represent and warrant that you have the right to give us such permission and access to such Third Party Services, when granted.  We are not liable for the actions, omissions, negligence or misconduct of any Third Party Services that may be enabled with the Services.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.

Appropriate Use and Limitations

You shall not use the Services for any purposes beyond the scope of the access granted by these Terms. You shall not at any time, directly or indirectly, and shall not permit any other person or entity to: (i) reproduce, modify, adapt, translate, create derivative works of or otherwise exploit any portion of the Services; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

In connection with the Services, you must not: (i) transmit or otherwise make available through or in connection with the Services, any virus, worm, Trojan horse, time bomb, or other computer code, file or program that is potentially harmful or malicious; (ii) use any device, software or routine that interferes with the Services; (iii) use the Services in an unlawful or fraudulent manner, or submit false or misleading information about yourself, your name or identity; (iv) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or database connected to the Services; (v) use any automatic device, process or means to access the Services for any purpose, including monitoring or copying content on the Services; and (vi) otherwise attempt to interfere with the proper working of the Services or any other person or entity’s enjoyment or use of the Services.

We reserve the right to terminate access to the Services at any time, for any reason, with or without cause or notice. We may take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services or any act or omission which we believe may be harmful to us or any third party.

User Content

The Services allow you to upload or otherwise submit to DressDecode images, comments, descriptions, calendar data or other information (“User Content”). If, at any time now or in the future, we permit a User to share and/or comment on another User’s postings, your comments or input regarding the other user is also “User Content.”  All User Content must comply with the Content Standards set out in these Terms.

Any User Content you submit to the Services will be considered non-confidential and non-proprietary, and you hereby waive any rights of any kind, including but not limited to copyright, trademark, trade secret, privacy or publicity, with respect to the User Content.  When you submit User Content, you understand and agree that we (and our affiliates, service providers, successors, and licensees) may use and share the User Content for business purposes (for example and without limitation, we may have a third party AI vendor help us categorize and identify clothing items depicted in photos you provide).  We will handle information and data as described in our Privacy Policy.  Regarding de-identified and aggregate information and data (for example, the percentage of individuals who wear a certain style or color) we may use and share this information without restriction, as de-identified and aggregate information does not identify who you are.

You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not DressDecode, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Services.  

We have the right to: (i) remove or refuse any User Content for any or no reason in our sole discretion; (ii) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for DressDecode; and (iii) disclose your identity or other information about you to any third party who claims that material submitted by you violates their rights, including their intellectual property rights or their right to privacy.

Content Standards

These content standards apply to any and all User Content and use of the Services. User Content must in its entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not:

·      Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

·      Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

·      Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

·      Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.

·      Promote any illegal activity, or advocate, promote, or assist any unlawful act.

User Representations and Warranties

 You hereby represent and warrant to DressDecode that: (i) you are the owner or valid licensee of User Content and have the right to upload or submit the User Content to DressDecode and grant all rights herein; (ii) your or DressDecode’s use, publication and display of User Content will not infringe any patent, trademark, copyright, trade secret or other intellectual property or proprietary rights of any third party; (iii) all of your User Content complies with these Terms; (iv) you will comply with all applicable laws, rules and regulations and will use the Services only for lawful purposes; and (v) you will use the Services only for personal purposes and not for any commercial use.

Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following: 

·       Your physical or electronic signature.

·       Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.

·       Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

·       Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

·       A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

·       A statement that the information in the written notice is accurate.

·       A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

Copyright Agent

DressDecode, Inc.

729 North Washington Avenue

Suite 600

Minneapolis, MN 55401

Email: Info@DressDecodeApp.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Communicating with You

You agree that we may communicate with you through any and all contact information and methods you provide to us, including but not limited to text message, email, telephone, social media account, fax, and/or postal mail.

Updates

We may from time to time in our sole discretion develop and provide Services updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

Links to Third-Party Sites

The Services may contain links to other websites, including social media sites, that are not owned and operated by DressDecode (collectively, “Third Party Sites”). You may be transferred to a Third Party Site through a link, even though it appears that you are still on DressDecode’s website or app. In any case, you acknowledge and agree that the Third Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than DressDecode, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third Party Site privacy policy and terms and conditions and/or user guides. Your access of any Third Party Sites is at your own risk. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND DRESSDECODE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DRESSDECODE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DRESSDECODE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOURS OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. DRESSDECODE DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER, MOBILE DEVICE OR TABLET.  WE MAY MODIFY OR DISCONTINUE ALL OR PART OF THE SERVICES AT ANY TIME.

Transmission of information via the internet is not completely secure. We cannot guarantee the security of your personal information transmitted via the Services, our website or mobile application. Any transmission of personal information is at your own risk. You acknowledge and agree that we are not responsible for circumvention of any privacy settings or security measures contained in the Services.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitations of Liability

IN NO EVENT WILL DRESSDECODE BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF USE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER DRESSDECODE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL DRESSDECODE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF USE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE-HUNDRED DOLLARS ($100).  YOU AGREE THAT THESE LIMITATIONS ARE REASONABLE AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND DRESSDECODE, AND DRESSDECODE WOULD NOT OFFER THE SERVICES TO YOU BUT-FOR THESE LIMITATIONS OF LIABILITY.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold DressDecode, its affiliates, and all of their owners, officers, directors, employees, contractors, service providers, successors and assigns harmless from and against any and all claims, damages, costs and expenses, including attorneys' fees, arising from or related to your use of the Services, your User Content, and/or your breach of these Terms.

Miscellaneous

Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed modified to the minimum extent necessary to render it enforceable; if such provision may not be modified then it is deemed severed from these Terms and will not affect the enforceability of any other provisions.

The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.

DressDecode may assign its rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. You may not assign rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law, without our prior written consent.

These Terms and the Privacy Policy constitute the sole and entire agreement between you and DressDecode regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

Contact

You may contact DressDecode at:

DressDecode, Inc.

729 North Washington Avenue

Suite 600

Minneapolis, MN 55401

Email:  Info@DressDecodeApp.com

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at (800) 952-5210.