Welcome to the Italic website, operated by Italic, Inc. (“Italic,” “we,” or “our”) and located at http://www.Italic.com/ (the "Site"). The following terms and conditions (“Terms”) govern your use of this Site. By accessing, viewing, creating an account with or using the content, material, or services available on or through this Site, you indicate that you have read and understand these Terms, that you agree to them, and intend to be legally bound by them. By creating an account on the Site on behalf of a company, you represent and warrant to Italic that you are an employee or agent of that company, that you have full power and authority to bind that company to these Terms, and that such company shall be legally bound by reason of your acceptance of these Terms. If you do not agree to these Terms, or if you are under 18 years of age, you are not granted permission to use this Site and must exit immediately.

 

Registration

 

In order to access certain content, services, products or benefits on the Site, you may be asked to register and create an account. As part of the registration process, you must click to agree to these Terms, and may then be asked to select a user name and password. You may also be required to provide Italic with certain information about yourself including some types of personally identifying information such as your email and your address. Any personal information that you provide to us via the Site is subject to our Privacy Policy, which is incorporated into these Terms by reference as if set forth fully herein. You hereby agree to provide true, accurate, and complete information about yourself as prompted by any registration processes, including your name and a valid email address. You further agree that you will update this information in order to maintain its truth, accuracy, and completeness. You shall not make your account accessible for use by other persons or entities. You are fully responsible for your account, including use of the account by any third party, and maintaining the confidentiality of your password. You may terminate your account at any time by contacting us at hello@italic.com.

 

Pricing

 

All prices displayed on the Site are quoted in U.S. dollars. The pricing available on this Site is for information purposes only for use by Italic’s customers and potential customers and subject to change/verification. Italic’s prices and the availability of Italic products or services are subject to change without notice. While Italic strives to provide accurate product and pricing information, pricing or typographical errors may occur. Italic cannot confirm the price of any Italic product or service until after an order is placed. If a product or service is listed on the Site at an incorrect price or with incorrect information due to an error in pricing or product information, Italic shall have the right, at its sole discretion, to refuse or cancel any orders placed for that product or service, regardless of whether the order has been confirmed and your account charged. If a product or service is mispriced, Italic may, at its discretion, either contact you for instructions or cancel your order and notify you of such cancellation. The risk of loss and title for all products purchased by you and shipped by us pass to you upon our delivery to the carrier for shipment. The risk of loss and title for all products purchased by you and shipped directly by one of our vendors pass from such vendor to you upon such vendor's delivery to the carrier for shipment.

 

Order Acceptance

 

Italic reserves the right, at its sole discretion, to refuse or cancel any order for any reason. The receipt by you of an order confirmation does not constitute our acceptance of an order. Due to the customized nature of the goods sold by Italic, you will be charged upon authorization of your payment method and verification of your order information for accuracy. Among the circumstances that may result in your order being cancelled include limitations on quantities available for purchase, inaccuracies or errors in product or pricing information, or problems identified by Italic’s credit and fraud avoidance department. Italic may also require additional verifications or information before accepting any order. Italic will contact you if all or any portion of your order is canceled or if additional information is required to accept your order. If your order is canceled after your payment has been received, Italic will issue a credit to your account in the amount of the charge.

 

Shipping Policy

 

All orders placed through the Site are subject to our Shipping Policy. For more information, click here to view the [Shipping Policy], which is incorporated into these Terms by reference, as if set forth fully herein.

 

Return Policy

 

We accept returns of unworn, unwashed, and undamaged merchandise, with the exception of handbags, swimwear, and cosmetics, for refund or exchange within 30 days of original purchase. Past the 30-day limit, a store credit will be offered for up to 60 days after the purchase date, provided the item is in unworn, unwashed, and undamaged condition. All returns and exchanges must be accompanied by proof of purchase or an order number. We reserve the right to reject returns upon inspection of merchandise. All items must be returned in as-new condition with original tags attached and in original packaging. We may reject the returned product if we determine there is damage to the product (for example, stains, holes, etc.) or product packaging. If returned merchandise is deemed unfit for return, you will be notified that the return has been rejected and you will be given the option to have the item shipped back to you at your own expense. Refunds will be made in the form of the original payment method or store credit. Refunds do not include any shipping and handling charges shown on the packaging slip or invoice. Requests to exchange merchandise received as a gift must be accompanied by a gift receipt. Returns can be shipped to:

ITALIC, INC.
340 S LEMON AVE #7499
WALNUT, CA 91789

 

Where we determine in our sole discretion that you are returning an unreasonable number of purchases, we may restrict or refuse your access to make future purchases.

 

Payment

 

We use a third-party payment processor to process credit card transactions made through the Site. If you purchase products from us or make any payments via the Site with your credit card, the credit card information that you submit to us will be protected by encryption, such as with the Secure Socket Layer (SSL) protocol. Encryption decreases the likelihood that your credit card information will be stolen or intercepted during transmission to us. You are responsible for all charges incurred under your account, whether made by you or another person using your account. If for any reason we do not receive payment for a purchase, we may exercise our rights in law and equity, including: (a) immediately suspending or terminating your account; (b) seeking collection of the outstanding amount owed; and (c) seeking legal action against you for the breach of these Terms. You are also responsible for paying any governmental taxes imposed in connection with use of the Site or the purchase or any products or services made available through the Site, including sales, use, and excise taxes (excluding only taxes on our net income). 

 

Proprietary Rights

 

As between you and Italic, Italic owns or licenses all data, content, graphics, forms, artwork, images, photographs, functional components and any software concepts and documentation and other material on, in or made available through the Site (“Site Materials”), as well as the selection, coordination, arrangement, and organization and enhancement of the Site Materials. All Site Materials are protected pursuant to copyright, trademark, patent and other applicable laws. You agree not to remove or alter any copyright notice or any other proprietary notice on any Site Materials. As between any user and Italic, all names, trademarks, service marks, certification marks, symbols, slogans or logos appearing on the Site are proprietary to Italic or its affiliates, licensors, or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Site Materials, other than the right to use the Site Materials in accordance with these Terms.

 

Use of This Site

 

You agree that you will not use the Site for (a) any illegal or unauthorized purposes that violate any local, national, or international laws (including import, export, copyright, and trademark laws); (b) modifying, copying, distributing, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, selling any of the Site Materials, unless otherwise authorized by these Terms or in a separate written agreement with Italic; (c) attempting to gain unauthorized access to Italic’s computer system or engaging in any activity that interferes with the performance of, or impairs the functionality of the Site or any services provided through the Site; (d) removing, circumventing, disabling, damaging or otherwise interfering in any way with any security-related features of the Site aimed at preventing or restricting the unauthorized use of the Site or any of the Site Materials; (e) any use of data mining, scraping, robots, spiders, crawlers or any other data gathering or extraction tools, except to the extent the Site is indexed by general purpose consumer accessible search engines, including Google, Yahoo, or Bing; (f) sending unsolicited email, including promotions and/or advertising; (g) attempting to interfere with Italic’s service to any other account holder, or user of the Site, host or Italic network, including via means of submitting a virus to, overloading, "flooding," "spamming," "mailbombing," or "crashing" the Site; or (h) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. You may use the Site and the Site Materials consistently with these Terms. Any other use of the Site or Site Materials, including the aforementioned unauthorized uses, without prior written permission of Italic is strictly prohibited. You acknowledge and agree that the unauthorized use of the Site or the Site Materials could cause irreparable harm to Italic and that in the event of such unauthorized use, Italic shall be entitled to an injunction in addition to any other remedies available at law or in equity.
 

Materials Submitted to the Site

 

Certain features of the Site may allow you to contribute comments, feedback, information, content, text, files, graphics, postings, and other materials and information for access, use, viewing and commentary by other users to the Site (“User Content”). By posting User Content, you represent that you have the full legal right to provide the User Content and that use of the User Content by the Site and all other persons and entities will not (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, regulation, or agreement; or (c) constitute disclosure of any confidential information owned by any third party. Upon your submission of User Content or other material or information to Italic, you grant Italic a worldwide, perpetual, irrevocable, transferable, license to access, use, distribute, reproduce, display, modify, create derivative works based upon, and sublicense, the User Content, all without any compensation to you whatsoever. For the avoidance of doubt, we shall be under no obligation to: (1) maintain any User Content in confidence; (2) pay any compensation for any User Content; or (3) respond to any User Content. If you believe that any content or postings on the Site violate your intellectual property or other rights, please follow our Complaint Procedure in Section 18 of these Terms.

 

Colors


We have made every effort to display the colors of our products that appear on this Site as accurately as possible. However, since the actual colors you see depend upon your computer and monitor, we cannot guarantee that the colors displayed to you will be completely accurate.

 
Third Party Web Sites and Content

 

The Site may contain links to other Internet Web sites for the convenience of users in locating information, products, or services that may be of interest. Use of such third-party links, the Site and the Site Materials and any other material or content on and made available through the Site is entirely at your own risk. Italic does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on third party sites or the transactions you conduct or enter with third parties. Your use of any third party’s website is at your own risk, and subject to the terms and conditions of such other websites. Italic does not endorse any product, service, or treatment provided on a third-party website or advertised or provided on the Site.
 

Privacy Statement

 

Any personal information that you provide to Italic on the Site is subject to our Privacy Policy. For more information, click here to view the Privacy Statement, which is incorporated into these Terms by reference, as if set forth fully herein. Please be advised that the confidentiality of any communication or material transmitted to Italic via the Site or Internet electronic mail cannot be guaranteed, including, for example, personal information such as your address or name. Italic can be contacted by e-mail at hello@italic.com.

 

Disclaimer


Italic, its subsidiaries, and affiliates, are not responsible for and do not guarantee the accuracy or completeness of any Site Materials, User Content, products, data, services, links, advertisements or other items contained within the Site. Italic reserves the right to immediately remove any Site Materials or User Content for any reason or for no reason. Italic cannot and does not review all communications or products made available on or through the Site, but, although not obligated to, may review, verify, make changes to or remove any User Content, Site Materials, the Site or the products or services made available in connection with the Site, including information submitted in connection with the Site Materials or other features at any time, with or without notice in its sole discretion. You agree that you must evaluate and bear all risks associated with the use of Site Materials or User Content and that you may not rely on such Site Materials or User Content.
 
THE SITE, THE SITE MATERIALS, USER CONTENT, SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. ITALIC AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SITE, THE USER CONTENT, THE SITE MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL USER CONTENT, THE SITE, THE SITE MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, IS WITH YOU.


Limitation of Liability.

ITALIC AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE SITE, THE USER CONTENT, THE SITE MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR ITALIC HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF ITALIC AND ITS LICENSORS TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SITE, USER CONTENT, THE SITE MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, OR THE SERVICES, PRODUCTS, DATA OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED THE PRICE PAID BY YOU DURING THE PRECEDING YEAR FOR USE OF THE SITE AND THE SERVICES AND PRODUCTS. 


Exceptions to Limitations and Exclusions of Liability.

 

Please note that some jurisdictions, including New Jersey, do not permit some of the limitations or exclusions of liability set forth in Sections 13 and 14 above – including, in New Jersey, limitations of warranties for consumer products and services. Accordingly, some of the foregoing exclusions may not apply to you. We encourage you to consult a local attorney for legal counsel on these issues. If any of the limitations or exclusions of liability set forth in these Terms is deemed invalid or unenforceable for any reason, then the limitation or exclusion shall apply to the greatest extent permitted by applicable law. If you are dissatisfied with the Site or any of these Terms, your sole and exclusive remedy is to discontinue using the Site.
 
You agree to indemnify Italic and its directors, officers, employees, agents, contractors, and licensors (“Italic Indemnitees”) against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with the Site and your use of the Site, the Site Materials or any services, product, or data obtained through the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the User Content, the Site Materials, the services, products, information, and other materials on, in and made available through the Site (except to the extent attributable to Italic), or any breach by you of these Terms, and shall indemnify and hold Italic Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of Italic. Italic or its licensors may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If Italic or its licensors do not notify you that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to Italic, subject to the right of Italic to assume, at their sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.

 
Internet Security

 

Italic uses reasonable efforts to ensure that the Site is generally available. However, there will be occasions when access to the Site will be interrupted or unavailable. Italic will use reasonable efforts to minimize such disruption where it is within its reasonable control. You agree that Italic shall not be liable to you for any modification, suspension or discontinuance of the Site. You understand that the technical processing and transmission of any Site content may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Please be advised that we do not guarantee that any information sent from our Site will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to Italic via the Site or the Internet, including, for example, personal information such as your name or address.

 

Complaint Procedures

 

If you believe that any content or postings on this Site violate your intellectual property or other rights, please notify Italic at hello@italic.com with a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your e-mail address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”

 

Changes to these Terms; Termination

 

Italic reserves the right at any time and without prior notice, at our sole discretion, to modify, alter or update these Terms. We will notify you on the Site or by email of any new or revised Terms, including information regarding the location of the new or revised terms and conditions. Your use of the Site following any changes means that you agree to follow and be bound by the terms as changed. Any change to these Terms shall be effective as to any visitor who has visited the Site before the change was made. It is the obligation of users visiting the Site before the change to learn of changes to the Terms since their last visit. Italic may suspend or terminate your account and/or your ability to use the Site, or any services on the Site for failure to comply with these Terms, for providing Italic with untrue or inaccurate information about yourself, for infringement upon Italic proprietary rights, or for any other reason whatsoever or for no reason.

 

Dispute Resolution

 

Any dispute arising out of these Terms of Use shall be resolved exclusively through final and binding arbitration conducted by the American Arbitration Association (the “AAA”). Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual; and an arbitrator must also follow the terms of these Terms, as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability and the scope or enforceability of this agreement to arbitrate shall be for a court of competent jurisdiction to decide. Arbitration shall take place in New York City, New York, unless Italic elects otherwise.

 

The arbitrator will decide the substance of all claims in accordance with the laws of the State of New York, without regard to any conflict-of-law rules or the United Nations Convention on Contracts for the International Sale of Goods. The arbitrator shall not be bound by rulings in prior arbitrations involving different Site users, but is bound by rulings in prior arbitrations involving the same Site user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, Italic will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by Italic should be submitted by mail to the AAA along with your demand for arbitration and Italic will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you can demonstrate that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis, Italic will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the costs of accessing arbitration from being prohibitive. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Italic for all fees associated with the arbitration paid by Italic on your behalf that you otherwise would be obligated to pay under the AAA’s rules. If an arbitrator or court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this agreement to arbitrate shall still apply.

 

You can choose to reject this agreement to arbitrate by mailing Italic a written opt-out notice (“Opt-Out Notice”). The Opt-Out Notice must be postmarked no later than thirty days after the date you accept these Terms of Use for the first time. You must complete the Opt-Out Notice form by providing the information called for in the form, including your name, address (including street number and address, city, state, and zip code), phone number, and the email address used to log in to the Italic account to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of these Terms of Use will continue to apply. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with Italic.

 

Entire Agreement

 

These Terms constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. No waiver by us of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The headings and captions in these Terms are intended for convenience only and shall in no way affect the interpretation of the Terms. Notwithstanding the foregoing, these Terms and the information provided in this Site in no way override the terms and conditions of your purchase of any product or service, except as specifically provided herein. To the extent any area within this Site contains SPECIFIC TERMS AND CONDITIONS concerning use of that particular area of the Site ("Specific Terms"), those Specific Terms are in addition to these Terms. To the extent there is a direct conflict between these Terms and the Specific Terms, the Specific Terms shall prevail.

 

Acts Beyond Control

 

We shall not be liable for any nonperformance or delay in performance caused by any act beyond our reasonable control, including acts or omissions of third parties, unavailability of supplies, equipment failure, war, strikes, lock-outs, fire, flood, or any other Act of God, any law, regulation, ordinance, or other act or order of any court, government, or governmental agency, or delays, unavailability, errors, or other failures of the Internet or other data networks.

 

Miscellaneous

 

The Site is controlled and operated from within the United States. Without limiting anything else, Italic makes no representation that the Site, Site Materials, User Content, services, products, information or other materials available on, in, or through the Site is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site from other locations do so on their own volition and are responsible for compliance with applicable laws. The waiver or failure of Italic to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third-party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”

 

Dated: October 31, 2018


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