Buyer Services Agreement

This contract for buyer services (the “Buyer Services Agreement”) between all buyers on FASHIONGO (the “Buyer” or “you”) and NHN Global, Inc. dba FASHIONGO located at 2250 Maple Avenue, Los Angeles, CA 90011 (“FASHIONGO,” “our,” or “us,” and collectively, the “Parties”) governs Buyer’s access, use, and purchase of products and services on https://www.FASHIONGO.net; https://www.FASHIONGO.com; and https://ds.fashiongo.net domains including any content, functionality and services and also applies to Buyer’s use of FASHIONGO’s mobile applications, as well as your use of FASHIONGO extension for desktop web browsers, including but not limited to the Style Match Plus Extension (collectively the “Site”). By opening an account, Buyer agrees to be bound by the terms and conditions of this Buyer Services Agreement, the Terms of Use, any documents the foregoing agreements expressly incorporate by reference, and any additional terms and conditions found on the Site (the “Agreements”).

Amendments.

This Buyer Services Agreement may be changed by FASHIONGO without prior notice, at any time, in FASHIONGO’s sole discretion. The latest version of this Buyer Services Agreement will be posted on the Site. It is Buyer’s responsibility to check periodically for changes to the Buyer Services Agreement before accessing, using, or purchasing any products or services through the Site. Your continued use of the Site after a posted change in the Buyer Services Agreement will constitute your agreement to such changes.

Electronic Platform Provider.

Buyer acknowledges and agrees that FASHIONGO is an ecommerce platform provider that facilitates the marketing and sale of goods. Buyer further understands that FASHIONGO is not a direct party to any sales transactions conducted on the Site, which are freely conducted between, and at the sole discretion of the Buyer and vendor. Accordingly, Buyer further understands and agrees that FASHIONGO bears no responsibility or liability for claims of loss from transactions on the Site, or from conflicts and disputes between Buyer and vendor, or between the Buyers. Buyer is responsible for obtaining and/or furnishing resale certificate(s) or as otherwise required by the applicable jurisdiction(s) requirements and is responsible for complying with the laws and requirements of all applicable jurisdictions, including but not limited to those matters relating to resale certificates, seller’s permits, and tax requirements. All vendors and Buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.

Disclaimer of Warranty and Liability.

Buyer acknowledges and agrees that FASHIONGO makes no guarantee or warranty with respect to any claims made by any vendor, including, but not limited to international vendors on FASHIONGO, regarding pricing, quality, origin, shipping cost, delivery date, availability, return/refund, suitability or authenticity of any items listed for sale on FASHIONGO. If, notwithstanding the other provisions of this Buyer Services Agreement, FASHIONGO is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any content on the Site, FASHIONGO's liability shall in no event exceed the greater of (1) the total of any fees for any FASHIONGO service paid to FASHIONGO in the six months prior to the date of the initial claim made against FASHIONGO or (2) US $100.00.

Errors.

Information and product listings on FASHIONGO may contain typographical errors, inaccuracies or omissions. FASHIONGO therefore reserves the right, but not the obligation, to cancel transactions based on errors, to correct any errors, inaccuracies or omissions, and to change or update information at any time without prior notice.

Account Suspension.

At its absolute and sole discretion, FASHIONGO has the right to modify or terminate this Buyer Services Agreement at any time for any reason, or for any action or behavior deemed as harmful or disruptive to other members (Buyers or vendors), or in any way detrimental to its business, reputation or image. FASHIONGO reserves the right to rescind, suspend and/or terminate the Buyer’s account at any time, without cause or advance notice, for any reason.

Site Issues.

In the event of Site issues or malfunction, FASHIONGO will undertake commercially reasonable efforts to correct the problem in a timely manner. FASHIONGO shall not be held liable for any claims of loss made by the Buyer as a result of Site maintenance or malfunction, or as a result of events beyond the control of FASHIONGO, including but not limited to, acts of God, natural disasters, fire, floods, terrorist acts, riots, wars, malicious software attacks, communications, power, pandemic, and utility disruptions.

Intellectual Property.

Copying, reproducing, advertising, uploading, selling, and otherwise using a product, item, description, design or image on the Site in violation or infringement of another party’s legally protected trademark, copyright, likeness, publicity, privacy, patent, trade secret, or any other protected interest is strictly prohibited.

Indemnification.

Buyer shall defend, indemnify and hold harmless, NHN Global Inc., FASHIONGO.net, FASHIONGO.com, FASHIONGO and FASHIONGO's officers, directors, shareholders, successors, and permitted assigns ("Indemnified Parties") from and against all demands, loss, liability, claims, costs, suits, and damages, including attorneys' fees made against the Indemnified Parties by any third-party due to or arising out of or in connection with (i) your breach of this Buyer Services Agreement or the Agreements; (ii) your use of the Site and any of the services provided by FASHIONGO, or your activities on or through FASHIONGO.net or FASHIONGO.com vendor account(s); (iii) any innocent, negligent, willful, dishonest, fraudulent or reckless acts or omissions of yours; (iv) any of your infringement or violation of third-party intellectual property or proprietary rights, including but not limited to, any products you sell or any content you provide or upload to our Site; (v) any breach of privacy by you or your customers or users; (vi) your violation of any local, state, or federal laws, including but not limited to complying with appropriate resale certificate requirements of your jurisdiction(s); (vii) the misuse of your password or account numbers; or (viii) your violation or breach of a third-party websites’ terms of use, whether in conjunction with use of the Style Match Plus Extension or related functions, or otherwise. You agree that the remedies set forth in this subsection are in addition to any rights and remedies FASHIONGO may have, all of which rights and remedies are expressly reserved.

Assignment.

FASHIONGO may assign this Buyer Services Agreement at any time, in whole or in part, to any affiliate of or successor in interest to FASHIONGO, without Buyer’s consent. Buyer may not sell, assign, or otherwise transfer this Buyer Services Agreement, and/or any rights or obligations or other interest under the Buyer Services Agreement, in whole or in part, whether voluntarily, involuntarily or by operation of law including through any change of beneficial ownership that occurs in connection with a merger (including a reverse triangular merger), acquisition, or the sale or transfer of all, or any part of Buyer’s business or assets (in each case, an “Assignment”) without FASHIONGO’s prior written consent in each instance which consent may be granted or withheld within FASHIONGO’s sole and absolute discretion, and may require the acquirer to enter into an agreement with FASHIONGO acknowledging and transferring obligations under the Buyer Services Agreement to the acquirer. Subject at all times to the foregoing sentence, the rights, obligations and other interests of FASHIONGO and Buyer under the Buyer Services Agreement shall be binding upon and inure to the benefit of FASHIONGO and Buyer, and to their respective successors, executors, administrators and permitted assigns. Any assignment made in violation of this section shall be void.

Integration.

The Agreements constitute and contain the entire agreement and understanding between the Parties with respect to the subject matter herein and supersede and replace all prior negotiations and proposed agreements, written or oral. The Parties acknowledge that no representations, inducements, promises, or agreements have been made by or on behalf of any Party, except those covenants and agreements embodied in the Agreements.

Governing Law and Jurisdiction.

This Buyer Services Agreement shall be governed by and construed in accordance with the laws of the United States and the State of California without regard to its conflict of law provisions. The Parties shall endeavor to resolve through good faith negotiations any dispute arising under or relating to the Agreements before proceeding to binding arbitration. If a dispute cannot be resolved through such negotiations within a reasonable time, either Party may request for claims to be resolved by binding arbitration to be conducted in Los Angeles, California by the American Arbitration Association (“AAA”) under applicable AAA rules then-in-effect. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, except as provided in this Section. To begin an arbitration proceeding, either Party must send the other Party written notice requesting arbitration and describing such Party’s claims. Any and all proceedings to resolve claims will be conducted only on an individual basis and not in a class, consolidated or representative action. The Federal Arbitration Act and federal arbitration law apply to this Buyer Services Agreement. An arbitration decision may be confirmed by any court with competent jurisdiction. In the event that a legal expense is incurred to enforce or interpret any of the provisions of this Buyer Services Agreement or Agreements, the prevailing party shall be entitled to recover its reasonable expenses, including, but not limited to its attorney’s fees and costs, from the non-prevailing party.

Notice.

Any notice to FASHIONGO must be in writing to the address set forth above and will be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered U.S. Mail (return receipt requested); or (iii) one (1) day after it is sent if by next day delivery by a major commercial delivery service, with a copy via electronic mail.