Terms and Conditions

Thank you for shopping at Italist.com. These Terms of Use apply to our websites (including Italist.com), mobile applications and related services (collectively, the “Services”). The Services are provided by Italist (“Italist” or “we,” “us,” “our” and similar references). You agree that your use of the Services signifies that you have read and agree with these Terms of Use and our Privacy Policy. If you do not agree with these Terms of Use and our Privacy Policy, you should not use the Services.

1. Use of the Services. You may use the Services only in accordance with and subject to these Terms of Use and our Privacy Policy (available at http://www.italist.com/en/privacy).

Once you complete and submit your registration, you have opted in to receive email communication from us. You may not use the Services for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Italist or others. Notwithstanding any other rights or restrictions in these Terms of Use, you may not use the Services to: (a) transmit via or through the Services any information, data, text, images, files, links, or software except in connection with your authorized use of the Services or otherwise in response to specific requests for information by us; (b)introduce to our websites or mobile applications or otherwise in connection with the Services any computer or website viruses, worms, Trojan horses and/or harmful code; (c) obtain unauthorized access to any computer system; (d) impersonate any other person, including but not limited to, a registered user of the Services or an employee of Italist; (e) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; (f) misrepresent the identity of a user or use a false e-mail address; (g) tamper with or obtain access to our websites or mobile applications or any component of any of them; (h) conduct fraudulent activities (including but not limited to, by way of example, unauthorized credit card use, placing an order with lack of funds or utilizing a false online payment account or service); or (i) collect or harvest information regarding other users of the Services for any reason whatsoever, including, without limitation, for sending such users unsolicited commercial e-mail.

You are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify us in the event of any unauthorized use of your account or other breach of security.

2. Membership Eligibility. The Services are available to Members who are 18 years and older, who have properly registered and who have not been suspended or removed by Italist for any reason (a “Member”). By registering as a Member you represent that you are of legal age. As a Member, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form. Membership is void where prohibited by law. Italist reserves the right to revoke or prohibit your membership for any reason at any time, without notice, but, in particular, upon any violation of any of these Terms of Use or the Privacy Policy.

3. Additional Terms and Conditions. Additional terms and conditions may apply to specific portions of the Services or products or services we offer or your membership such as the information provided under the How to Shop section on our website at: https://italist.com/en/customer_service#how_to_shop, which terms are made part of these Terms of Use by reference. You agree to abide by such other terms and conditions. If there is a conflict between these Terms of Use and the terms posted or emailed for, or applicable to, a specific portion of the Services or products or services we offer or your membership, the latter terms shall control with respect to your use of that portion, those products or services or your membership.

Any and all content contributed by the Member in connection to our Services (the “Member Content”) is the responsibility of the Member, not Italist. In addition to the restrictions set forth in Section 1, you agree not to use the Services to post content or other communications that contain (i) political, libelous or otherwise unlawful, abusive, or obscene material; (ii) advertisements of any kind; (iii) personal information (such as social security numbers, addresses, phone numbers, etc.); (iv) confidential information of Italist, or affiliates; (v) any chain letters, pyramid schemes, spam, contests, or promotional material; (vi) messages that offer unauthorized downloads of any copyrighted or private information; and (vii) information similar or related to the foregoing.

UNDER NO CIRCUMSTANCE SHALL ANY DISCLOSURE OF ANY MEMBER CONTENT TO ITALIST BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION OR ATTRIBUTION. BY SUBMITTING ANY MEMBER CONTENT TO OR THROUGH ITALIST, YOU REPRESENT AND WARRANT THAT ALL YOUR MEMBER CONTENT WILL NOT VIOLATE ANY RIGHT OF ANY THIRD PARTY, INCLUDING COPYRIGHT, TRADEMARK, PRIVACY, OR OTHER PERSONAL OR PROPRIETARY RIGHTS. YOU REPRESENT AND WARRANT THAT NO MEMBER CONTENT WILL BE OR CONTAIN LIBELOUS OR OTHERWISE UNLAWFUL, ABUSIVE, OR OBSCENE MATERIAL. YOU ARE AND SHALL REMAIN SOLELY RESPONSIBLE FOR YOUR MEMBER CONTENT. YOU REPRESENT AND WARRANT TO ITALIST THAT ITALIST IS FREE TO USE THE MEMBER CONTENT, AND IMPLEMENT ANY SUGGESTIONS CONTAINED THEREIN, IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY ITALIST, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY AND WITHOUT ANY COMPENSATION TO YOU.

4. Accuracy of Content; Limitations on Quantity. Excluding Member Content, the information we provide in connection with the Services is believed to be complete and reliable; however, the information may contain typographical errors, pricing errors, and other errors or inaccuracies. We will use reasonable efforts to correct errors as soon as practicable. We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, or omission; and (iii) make changes to prices, content, promotion offers, product descriptions or specifications, or other information without obligation to issue any notice of such changes (including after an order has been submitted, acknowledged, shipped, or received, except as prohibited by law). We also reserve the right to limit quantities (including after an order has been submitted and/or acknowledged) and to revise, suspend, or terminate an event, promotion, or Boutique at any time without notice (including after an order has been submitted and/or acknowledged). The offer of any products, services and/or experiences at a particular time does not guarantee that the products, services and/or experiences will be available. If a product, service and/or experience offered and sold by us is not as described, your sole remedy is to return it subject to the terms set forth herein.

5. Proprietary Rights. Excluding Member Content, you acknowledge and agree that the content, software, materials and other components (including but not limited to our logos, graphics, videos, music, button icons, and page headers) used in connection with the Services are the property of Italist and/or its affiliates, subsidiaries, or licensors and are protected by copyrights, trademarks, service marks, or other proprietary rights and laws. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from content or materials available on our websites or mobile applications or otherwise in connection with the Services. Reference to any products, services or other information by trade name, trademark, manufacturer, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof or any affiliation therewith by Italist or its affiliate. All trademarks not owned by Italist that appear on or in connection with the Services are the property of their respective owners. Use of the content and materials for any purpose not expressly permitted in these Terms of Use is prohibited. Italist relies upon a network of independent vendors who supply most/all (of) the goods we advertise and, the information given in each product page, drop ship them directly to you. We are not liable for any infringement of copyrights, trademarks, trade dress or other proprietary or intellectual property rights arising out of content posted on or transmitted in connection with the Services, or items advertised on our websites or mobile applications, by our vendors.

6. Links to Third-Party Websites; No Implied Endorsements. Our websites [and mobile applications] may contain links to other websites on the Internet. You acknowledge that we have no control over such websites and that we are not responsible for the accuracy, content, legality, or any other aspect of any linked website. In no event shall any reference to any third party, third party website, or third party product or service be construed as an approval or endorsement by us of that third party, third party website, or of any product or service provided by a third party.

7. Indemnification. By using the Services, you agree to indemnify, hold harmless, and defend Italist, and its affiliates, and their respective officers, directors, employees, successors, agents, subsidiaries, partners, contractors, vendors, manufacturers, distributors, representatives, and affiliates (collectively, the “Italist Indemnitees”) from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim (including without limitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (i) your use or misuse of the Services; (ii) a dispute with a Member; (iii) your breach of the Terms of Use; (iv) your violation of any law or the rights of a third party; or (v) your Member Content. You agree to cooperate as fully as reasonably required in the defense of any claim. Italist reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you for which you will remain responsible for indemnifying and holding harmless the Italist Indemnitees.

8. Disclaimers. Italist is not and shall not be at any time responsible or liable for any loss or damage of any kind, including personal injury or death, (whether in tort, contract, or strict liability) arising out of or related to any Member Content, or to any act or omission by Members, by Italist or by any third party or by any of the equipment or programming associated with or utilized in connection with the Services. Any content submitted by our vendors does not necessarily reflect the opinions or policies of Italist.

Italist assumes no responsibility for any error, omission, interruption, delay, communications line failure, deletion, defect, delay in operation or transmission, theft or destruction or unauthorized access to, or alteration of, any Member Content or other Member communications. Italist is not responsible for any problems or technical malfunction of any telephone or cable network or lines, computer systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on in connection with the Services, including any injury or damage to Member’s or other person’s computer related to or resulting from participation on or through the Services.

THE SERVICES, ALL CONTENT USED IN CONNECTION WITH THE SERVICES AND ALL TEXT, IMAGES, MERCHANDISE, AND OTHER INFORMATION ON, ACCESSIBLE FROM OR AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES ARE PROVIDED ON AN “AS AVAILABLE” AND “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, ITALIST DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THIS SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS CONTAINED ON THE SERVICES WILL BE UNINTERRUPTED OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES OR THE SERVER(S) THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ITALIST DOES NOT PROVIDE ANY WARRANTY ON PRODUCTS OR ITEMS THAT ITALIST SELLS. TO THE EXTENT A PRODUCT OR ITEM IS SUBJECT TO THE MANUFACTURER’S WARRANTY, SUCH WARRANTY SHALL BE YOUR SOLE WARRANTY FOR SUCH PRODUCT OR ITEM.

9. Limitation of Liability. IN NO EVENT SHALL ITALIST, OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION ON OR IN CONNECTION WITH THE SERVICES BE LIABLE TO ANY USER OF THE SERVICES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE OR ACCESS THE SERVICES OR ANY INFORMATION CONTAINED THEREON OR STORED OR MAINTAINED BY ITALIST, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF ITALIST HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE TOTAL LIABILITY OF ITALIST, ITS PARENT, SUBSIDIARIES, OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON OR IN CONNECTION WITH THE SERVICES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO ITALIST IN CONNECTION WITH THE APPLICABLE EVENT, PROMOTION OR BOUTIQUE GIVING RISE TO SUCH LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL ITALIST, ITS PARENT, SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES, OR THIRD

PARTIES PROVIDING INFORMATION ON OR IN CONNECTION WITH THE SERVICES HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF ITALIST.

You hereby acknowledge that the preceding paragraph shall apply to all content, merchandise, products, services and experiences available through the Services. Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages, in such states some or all of the above disclaimers or exclusions may not apply and liability will be limited to the fullest extent permitted by applicable law.

10. International Use. We make no representation that information available in connection with the Services is appropriate or available for use outside the United States. Those who choose to access the Services from outside the United States do so on their own initiative and risk and are responsible for compliance with local laws, if and to the extent local laws are applicable.

11. Risk of Loss; Deliveries. The items purchased through the Services are shipped by a third party carrier pursuant to a shipment contract. As a result, risk of loss and title for such items pass to you upon our delivery to the carrier. We are not responsible for any loss of items, damage to items, mis-deliveries, delays or failed deliveries of items. If there are any delays in delivery, you may contact the italist.com Customer Services department, whose contact details are shown in the “Contact Us” section of the Website.

12. Italist Affiliates. Italist is not affiliated with websites or third parties that sell or advertise our products, services and/ or experiences without express permission or authorization from Italist. Italist reserves the right to void all service, return, and other policies for orders and Italist products that were purchased through unauthorized sellers. Italist is not responsible for any representations by unauthorized sellers.

13. Unavailability of Services; Termination; Fraud. We may alter, suspend, or discontinue these Services in whole or in part, at any time and for any reason, without notice or cost. In addition, the Services may be temporarily unavailable from time to time for maintenance or other reasons. We may, in our sole discretion, terminate or suspend your use or access to all or part of the Services or your account or membership, for any reason, including without limitation, breach of these Terms of Use. If at any time, we notify you that your access to and/or use of the Services or your account is terminated, you must cease and desist from all such access and/or use immediately. We reserve the right to cancel, delay, refuse to ship, or recall from the shipper any order if fraud is suspected. In the event these Terms of Use or your membership or account are terminated, the restrictions regarding intellectual property matters, the representations and warranties, indemnities, and limitations of liabilities set forth herein (as well as any other of your obligations which by their nature should survive termination) will survive termination.

14. Copyright Infringement; Notice and Take Down Procedures. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that any materials on our websites or mobile applications infringe your copyright, you may request that they be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative, and must: (a) identify the allegedly infringing materials; (b) indicate where on the websites or mobile applications the infringing materials are located; (c) provide your name and contact information; (d) state that you have a good faith belief that the materials are infringing; (e) state that the information in your claim is accurate; and (f) indicate that “under penalty of perjury” you are the lawful copyright owner or are authorized to act on the owner’s behalf. If you believe that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for further information. Our contact for copyright issues relating to the Services (including the notices and counter-notices) is: Diego Abba, CEO, email: legal@ italist.com c/o Orrick, 405 Howard Street , San Francisco, CA 94105. Please note that there are penalties for false claims under the DMCA.

15. Arbitration. While we will make every reasonable effort to resolve any disagreements you may have with Italist, if these efforts fail you and we agree that all claims, disputes or controversies arising out of or relating to your use of the Services, these Terms of Use, the purchase, sale and/or redemption of any merchandise, or the content, display or disclosure of any information on or in connection with the Services or any Offers (“Claims”) are subject to binding arbitration. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Claims made independently or with other claims. As used in this arbitration agreement, Italist includes, or its affiliates and their respective officers, directors, employees, agents, or successors. Notwithstanding the above, we both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

YOU AND ITALIST ALSO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER IN ARBITRATION ONLY IN YOUR OR ITALIST’S INDIVIDUAL CAPACITY AND IN SO DOING YOU AND ITALIST HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY, TO ASSERT OR PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS ACTION ARBITRATION, TO ASSERT OR PARTICIPATE IN A PRIVATE ATTORNEY GENERAL LAWSUIT OR PRIVATE ATTORNEY GENERAL ARBITRATION, AND TO ASSERT OR PARTICIPATE IN ANY JOINT OR CONSOLIDATED LAWSUIT OR JOINT OR CONSOLIDATED ARBITRATION OF ANY KIND. HOWEVER, ITALIST WILL NOT INVOKE ITS RIGHT TO ARBITRATE ANY INDIVIDUAL CLAIM THAT YOU BRING IN SMALL CLAIMS COURT, AS LONG AS IT IS BROUGHT AND MAINTAINED AS AN INDIVIDUAL CLAIM.

Either party may initiate arbitration, which shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules and Supplemental Procedures for Consumer-Related Disputes in effect on the date the arbitration is filed (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. Any arbitration hearing that you attend will be held at a place chosen by the AAA in the same city as the U.S. District Court closest to your then current billing address, or at some other place to which you and Italist agree in writing. A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years experience or a retired or former judge, selected in accordance with the AAA rules. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. The payment of administrative and arbitrator’s fees will be governed by the AAA’s rules. The arbitrator’s award is final and binding on the parties. Any Claim you have must be commenced within one (1) year after the Claim arises.

16. Governing Law. These Terms of Use (together with the Privacy Policy) and any Claims shall be governed by the internal substantive laws of the State of California, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

17. Modification. These Terms of Use are subject to revision by Italist. If we deem any of the revisions to be material changes, we will notify you in advance by sending you an e-mail to the last e-mail address you provided to us and by posting notice of the changes to our websites and mobile applications. Any changes will be effective upon the earlier of the date specified in such notice or that posting of notice of changes, provided that the changes will not apply to your use of the Services prior to the effective date of the changes. If you do not accept the changes, you should cancel your Italist membership before the effective date of the changes. If any change is found invalid, void or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. You should check for any new notices of changes regularly and stay informed of the Terms of Use. Your continued use of the Services after any change, regardless of whether a change was received by you directly, indicates your acceptance and agreement to any such change.

18. Miscellaneous. Unless otherwise specified herein, these Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and Italist with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Italist with respect to the Services. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of Italist to act with respect to a breach by you or others does not waive Italist’s right to act with respect to subsequent or similar breaches. Italist’s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Italist without restriction. The section headings contained in these Terms of Use are included for convenience only and shall not limit or otherwise affect the terms of these Terms of Use.

Last Updated: September, 2016