The following terms and conditions (“Terms”) govern all use of the Big Day Clothing Xchange, Inc. website and all content, services, and products available at or through the website. Our Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Big Day Clothing Xchange, Inc.’ Privacy Policy) and procedures that may be published from time to time by Big Day Clothing Xchange, Inc. (collectively, the “Agreement”). You agree that we may automatically upgrade our Services, and these Terms will apply to any upgrades.

Please read this Agreement carefully before accessing or using our Services. By accessing or using any part of our Services, you agree to become bound by the Terms of this Agreement. If you do not agree to all the Terms of this Agreement, then you may not access or use any of our Services. If these Terms are considered an offer by Big Day Clothing Xchange, Inc., acceptance is expressly limited to these Terms.

Our Services are not directed to children younger than 13, and access and use of our Services is only offered to users 13 years of age or older. If you are under 13 years old, please do not register to use our Services. Any person who registers as a user or provides their personal information to our Services represents that they are 13 years of age or older.

 

  1. Bigdayclothing.org.

 

Responsibility of Contributors. If you operate a website, post material to Bigdayclothing.org, post links on Bigdayclothing.org, or otherwise make (or allow any third party to make) material available (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content or your conduct. That is the case regardless of what form the Content takes, which includes, but is not limited to text, photo, video, audio, or code. By using Bigdayclothing.org, you represent and warrant that your Content and conduct do not violate these Terms. By submitting Content to Big Day Clothing Xchange, Inc. for inclusion on your website, you grant Big Day Clothing Xchange, Inc. a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing, and promoting your website. This license allows Big Day Clothing Xchange, Inc. to make publicly-posted content available to third parties selected by Big Day Clothing Xchange, Inc. so that these third parties can analyze and distribute (but not publicly display) your content through their services. If you delete Content, Big Day Clothing Xchange, Inc. will use reasonable efforts to remove it from Bigdayclothing.org, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, Big Day Clothing Xchange, Inc. has the right (though not the obligation) to, in Big Day Clothing Xchange, Inc.’ sole discretion, (i) reclaim your username or website’s URL due to prolonged inactivity, (ii) refuse or remove any content that, in Big Day Clothing Xchange, Inc.’ reasonable opinion, violates any Big Day Clothing Xchange, Inc. policy or is in any way harmful or objectionable, or (iii) terminate or deny access to and use of bigdayclothing.org to any individual or entity for any reason.

 

  1. Responsibility of Visitors.

 

Big Day Clothing Xchange, Inc. has not reviewed, and cannot review, all of the material, including computer software, posted to our Services, and cannot therefore be responsible for that material’s content, use or effects. By operating our Services, Big Day Clothing Xchange, Inc. 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. Our Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Our Services 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. Big Day Clothing Xchange, Inc. disclaims any responsibility for any harm resulting from the use by visitors of our Services, or from any downloading by those visitors of content there posted.

 

  1. Content Posted on Other Websites.

 

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which bigdayclothing.org links, and that link to bigdayclothing.org. Big Day Clothing Xchange, Inc. does not have any control over those non-bigdayclothing.org websites, and is not responsible for their contents or their use. By linking to a non-bigdayclothing.org website, Big Day Clothing Xchange, Inc. does not represent or imply that it endorses such website. 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. Big Day Clothing Xchange, Inc. disclaims any responsibility for any harm resulting from your use of non-bigdayclothing.org websites and webpages.

 

  1. Copyright Infringement and DMCA Policy.

 

As Big Day Clothing Xchange, Inc. 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 bigdayclothing.org violates your copyright, you are encouraged to notify Big Day Clothing Xchange, Inc.. Big Day Clothing Xchange, Inc. will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Big Day Clothing Xchange, Inc. will terminate a visitor’s access to and use of the website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Big Day Clothing Xchange, Inc. or others.

 

  1. Intellectual Property.

 

This Agreement does not transfer from Big Day Clothing Xchange, Inc. to you any Big Day Clothing Xchange, Inc. or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Big Day Clothing Xchange, Inc.. Big Day Clothing Xchange, Inc., bigdayclothing.org, the bigdayclothing.org logo, and all other trademarks, service marks, graphics and logos used in connection with bigdayclothing.org or our Services, are trademarks or registered trademarks of Big Day Clothing Xchange, Inc. or Big Day Clothing Xchange, Inc.’ licensors. Other trademarks, service marks, graphics and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants you no right or license to reproduce or otherwise use any Big Day Clothing Xchange, Inc. or third-party trademarks.

 

  1. Changes.

 

We are constantly updating our Services, and that means sometimes we have to change the legal terms under which our Services are offered. If we make changes that are material, we will post said changes on this page. If you disagree with our changes, then you should stop using our Services within the designated notice period. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.

 

  1. Termination.

 

Big Day Clothing Xchange, Inc. may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your bigdayclothing.org account (if you have one), you may simply discontinue using our Services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

 

  1. Disclaimer of Warranties.

 

Our Services are provided “as is.” Big Day Clothing Xchange, Inc. 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 Big Day Clothing Xchange, Inc. nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.

 

  1. Jurisdiction and Applicable Law.

 

Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of our Services 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 City, New York.

 

  1. Arbitration Agreement.

 

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 three arbitrators appointed in accordance with such Rules. The arbitration shall take place in New York City, 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.

 

  1. Limitation of Liability.

 

In no event will Big Day Clothing Xchange, Inc., 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 for substitute products or services; (iii) for interruption of use or loss or corruption of data. Big Day Clothing Xchange, Inc. 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.

 

  1. General Representation and Warranty.

 

You represent and warrant that (i) your use of our Services will be in strict accordance with the Big Day Clothing Xchange, Inc. Privacy Policy, with this 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 our Services will not infringe or misappropriate the intellectual property rights of any third party.

 

  1. US Economic Sanctions.

 

You expressly represent and warrant that your use of our Services and or associated services and products is not contrary to applicable U.S. Sanctions. Such use is prohibited, and Big Day Clothing Xchange, Inc. reserve the right to terminate accounts or access of those in the event of a breach of this condition.

 

  1. Indemnification.

 

You agree to indemnify and hold harmless Big Day Clothing Xchange, Inc., its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of our Services, including but not limited to your violation of this Agreement.

 

  1. Translation.

 

These Terms of Service were originally written in English (US). We may translate these terms into other languages. In the event of a conflict between a translated version of these Terms of Service and the English version, the English version will control.

 

  1. Miscellaneous.

 

This Agreement constitutes the entire agreement between Big Day Clothing Xchange, Inc. and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Big Day Clothing Xchange, Inc., or by the posting by Big Day Clothing Xchange, Inc. of a revised version.

 

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; Big Day Clothing Xchange, Inc. 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.