1. Description of Services.
In the Site, Gilt Groupe provides users with access to sales of luxury items online (the “Service”). You are responsible for obtaining access to the Site, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Site.
2. License and Site Access.
Gilt Groupe grants you a limited license to access and make personal use of the Site and the Service. This license does not include any downloading or copying of account information for the benefit of another vendor or any other third party; caching, unauthorized hypertext links to the Site and the framing of any Content available through the Site uploading, posting, or transmitting any content that you do not have a right to make available (such as the intellectual property of another party); uploading, posting, or transmitting 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; any action that imposes or may impose (in Gilt Groupe’s sole discretion) an unreasonable or disproportionately large load on Gilt Groupe’s infrastructure; or any use of data mining, robots, or similar data gathering and extraction tools. You may not bypass any measures used by Gilt Groupe to prevent or restrict access to the Site. Any unauthorized use by you shall terminate the permission or license granted to you by Gilt Groupe.
3. Membership Eligibility.
The Gilt.com Service is not available to minors under the age of 18 or to any users suspended or removed from the system by Gilt Groupe for any reason. Users may not have more than one active account. Additionally, users are prohibited from selling, trading, or otherwise transferring your Gilt.com account to another party. If you do not qualify, you may not use the Gilt.com Service or the Site.
4. Your Account.
In consideration of your use of the Site, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to provide true, accurate, current and complete information about yourself as prompted by the Site’s registration form. If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Gilt Groupe has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Gilt Groupe has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). If you use the Site, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account or password. Because of this, we strongly recommend that you exit from your account at the end of each session. You agree to notify Gilt Groupe immediately of any unauthorized use of your account or any other breach of security. Gilt Groupe reserves the right to refuse service, terminate accounts, or remove or edit content in its sole discretion.
5. Submitted Content.
Gilt Groupe does not claim ownership of any materials you make available through the Site. At Gilt Groupe’s sole discretion, such materials may be included in the Service in whole or in part or in a modified form. With respect to such materials you submit or make available for inclusion on the Site, you grant Gilt Groupe a perpetual, irrevocable, non-terminable, worldwide, royalty-free and non-exclusive license to use, copy, distribute, publicly display, modify, create derivative works, and sublicense such materials or any part of such materials. You hereby represent, warrant and covenant that any materials you provide do not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified in this Section 4.
6. Disclaimer of Warranty.
ALL CONTENT, PRODUCTS, AND SERVICES ON THE SITE, OR OBTAINED FROM A WEBSITE TO WHICH THE SITE IS LINKED (A “LINKED SITE”) ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY.
Gilt Groupe DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR (A) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE THROUGH THE SITE BY ANY PARTY OTHER THAN GILT GROUPE, (B) ANY CONTENT PROVIDED ON LINKED SITES OR (C) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE.
OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW, UNDER NO CIRCUMSTANCE WILL GILT GROUPE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE OR A LINKED SITE, OR USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE, OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.
7. Limitation of Liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT Gilt Groupe AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GILT GROUPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM USE OF THE SITE, CONTENT OR ANY RELATED SERVICES.
You agree to indemnify and hold Gilt Groupe (and its officers, directors, agents, subsidiaries, joint ventures, and employees) harmless from any claim or demand, including reasonable attorneys’ fees, or arising out of or related to your breach of this TOS, or your violation of any law or the rights of a third party.
9. Electronic Communication.
10. Site-Provided Email and Postings.
The Site may provide users with the ability to send email messages to other users and non-users and to post messages on the Site. Gilt Groupe is under no obligation to review any messages, information or content (“Postings”) posted on the Site by users and assumes no responsibility or liability relating to any such Postings. Notwithstanding the above, Gilt Groupe may from time to time monitor the Postings on the Site and may decline to accept and/or remove any email or Postings. You understand and agree not to use any functionality provided by the Site to post content or initiate communications that contain:
(i) Any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law.
(ii) Advertisements or solicitations of any kind.
(iii) Impersonate others or provide any kind of false information.
(iv) Personal information such as messages which state phone numbers, social security numbers, account numbers, addresses, or employer references.
(v) Messages by non-spokesperson employees of Gilt Groupe purporting to speak on behalf of Gilt Groupe or containing confidential information or expressing opinions concerning Gilt Groupe.
(vi) Messages that offer unauthorized downloads of any copyrighted or private information.
(vii) Multiple messages placed within individual folders by the same user restating the same point.
(viii) Chain letters of any kind.
(ix) Identical (or substantially similar) messages to multiple recipients advertising any product or service, expressing a political or other similar message, or any other type of unsolicited commercial message. This prohibition includes but is not limited to a) Using Gilt.com invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; b) Using Gilt.com to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and c) Sending messages to distribution lists, newsgroup aliases, or group aliases.
The Site or third parties may provide links to other World Wide Web sites or resources. Because Gilt Groupe has no control over such sites and resources, you acknowledge and agree that Gilt Groupe is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Gilt Groupe shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
12. Access To Password Protected/Secure Areas.
Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
13. Modification and Notification of Changes.
(i) sending an email to the address associated with your account. Gilt Groupe is not responsible for your failure to receive an email due to the actions of your ISP or any email filtering service; therefore, you should add gilt.com to the list of domains approved to send you email (commonly known as your “whitelist”); and
with (i) and (ii) being deemed sufficient notification, of such changes.
The trademarks, logos and service marks (“Marks”) displayed on the Site are the property of Gilt Groupe and other parties. Users are prohibited from using any Marks for any purpose including, but not limited to use as metatags on other pages or sites on the World Wide Web without the written permission of Gilt Groupe or such third party which may own the Marks. All information and content including any software programs available on or through the Site (“Content”) is protected by copyright. Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through the Site for commercial or public purposes.
15. Procedure for Claims of Intellectual Property Infringement.
Gilt Groupe respects the intellectual property of others, and we ask our users to do the same. Gilt Groupe may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be infringing the intellectual property of a third party. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Gilt Groupe’s Copyright Agent the following information:
(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(ii) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(iii) a description of where the material that you claim is infringing is located on the Site;
(iv) your address, telephone number, and email address;
(v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Gilt Groupe’s agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail: Copyright Agent
c/o Gilt Groupe
2 Park Avenue, 4th Floor
New York, NY 10016
By phone: 877-445-8692
By email: [email protected]
Gilt Groupe may update this mailing address from time to time. You agree that changes to this mailing address shall not constitute a modification to this TOS for the purposes of Section 12.
16. Survival of Terms After Agreement Ends.
Notwithstanding any other provisions of this TOS, or any general legal principles to the contrary, any provision of this TOS that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this TOS.
If any of these conditions are deemed invalid, void, or for any reason unenforceable, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the unenforceable condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition. From time to time Gilt Groupe may offer special promotional offers which may or may not apply to your Gilt Groupe account. You agree to be bound by any additional terms and conditions for these special offers which can be found by clicking here. Headings are for reference purposes only and do not limit the scope or extent of such section. This TOS and the relationship between you and Gilt Groupe will be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Gilt Groupe agree to submit to the personal jurisdiction of the federal and state courts located in the State of New York with respect to any legal proceedings that may arise in connection with this TOS. The failure of Gilt Groupe to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Gilt Groupe does not guarantee it will take action against all breaches of this TOS. Except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this TOS. This TOS constitutes the entire agreement between you and Gilt Groupe and governs your use of the Site, superseding any prior agreements between you and Gilt Groupe with respect to the Site.
11/1/2007: Initial version posted
5/12/2010: Modification to TOS