Terms of Service

Welcome to Freshnip (“Freshnip” or “Service”), a social utility that connects fashion lovers, buyers and sellers.

By accessing or using our web site at www.Freshnip.com (the “Site”), you (the "User") signify that you have read, understand and agree to be bound by these Terms of Use ("Terms of Use" or "Agreement"), whether or not you are a registered member of Freshnip. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice.

Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Terms of Use. If you will not agree to abide by any future Terms of Use, do not use or access the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.

Before you may become a member of Freshnip, you must read and accept all the terms and conditions specified. This is effective on March 20, 2009 for current users, and upon acceptance for new users.

Eligibility
Membership in the Service is void where prohibited. This Site is intended solely for users who are thirteen (13) years of age or older. Any registration by, use of or access to the Site by anyone under 13 is in violation of these Terms of Use. By using the Service or the Site, you represent and warrant that you are 13 or older and that you agree to and to abide by all of the terms and conditions of this Agreement.

User Content Posted on the Site
Freshnip is a place for connecting online buyers and sellers. Freshnip provides the venue for people to post products for sale, and for buyers to transact with sellers, but is not directly involved in the transaction between buyers and sellers. Therefore, Freshnip can not control the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. Freshnip does not pre-screen users or the content or information provided by users. Freshnip cannot ensure that a buyer or seller will actually complete a transaction. Freshnip does not transfer legal ownership of items from the seller to the buyer, as Freshnip does not check and cannot guarantee the true identity of a user. Freshnip encourages you to communicate directly with potential transaction partners through the tools available on the Site. You are solely responsible for the photos, profiles, messages, text, information, listings, and other content that you post on the Site, or share with other users. You may not post User Content on the Site that you did not create or that you do not have permission to post. You understand and agree that the Freshnip may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Freshnip violates this Agreement.

Fees and Services
Joining and setting up a shop on Freshnip is free. However, Freshnip may operate on a freemium model in the future, and will hence provide price packages in the future for a certain set of users. If that is the case, there will be an announcement prominently featured on the home page.

Listing and Selling
Listing Description: By listing an item on the Site you agree that you and the item comply with Freshnip’s policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your Freshnip shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the "in stock" quantity is more than one, all items in that listing must be identical. Each unique item must have its own listing.

Shop Policies: All sellers are urged to outline shop policies for their Freshnip shop. These policies may include, for example: shipping, returns, payment and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with Freshnip’s site-wide policies. Sellers are responsible for enforcing their own reasonable shop policies. Freshnip reserves the right to request that a seller modify a shop policy.

Binding Sale: All sales are binding. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.

Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items.

Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on and regarding to Freshnip and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, “Content”) that you submit, post, and display on Freshnip.

Your Content and your use of Freshnip shall not:

1. Be false, inaccurate or misleading
2. Be fraudulent or involve the sale of illegal, counterfeit or stolen items
3. Infringe upon any third party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy
4. Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Freshnip staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device
5. Post other people's personally identifying or confidential information, including but not limited to credit card numbers, Social Security Numbers, and driver's and other license numbers. You may not post information such as other people's passwords, usernames, phone numbers, addresses and e-mail addresses unless already publicly accessible on the Web.
6. Be obscene or contain child pornography
7. Modify, adapt or hack Freshnip or modify another website so as to falsely imply that it is associated with Freshnip
8. Appear to create liability for Freshnip or cause Freshnip to lose (in whole or in part) the services of Freshnip’s ISPs or other suppliers
9. Use copyrighted material, unless you own it or you have the permission of the owner.

Furthermore, you may not list any item on Freshnip that could cause Freshnip to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Use.

Content
License: Freshnip does not claim ownership rights in your Content. You grant Freshnip a license solely to enable Freshnip to use any information or Content you supply Freshnip with, so that Freshnip is not violating any rights you might have in that Content. You grant Freshnip a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Freshnip to store or re-format your Content on Freshnip and display your Content on Freshnip in any way as Freshnip chooses. Freshnip will only use personal information in accordance with Freshnip's privacy policy.

As part of a transaction, you may obtain personal information, including email address and shipping information, from another Freshnip user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for Freshnip-related communications. Freshnip has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Freshnip user to your email or physical mail list. For more information, see Freshnip’s privacy policy.

Re-Posting Content: By posting Content on Freshnip, it is possible for an outside website or a third party to re-post that Content. You agree to hold Freshnip harmless for any dispute concerning this use. If you choose to display your own Freshnip-hosted image on another website, the image must provide a link back to its listing page on Freshnip.

Information Control
Freshnip does not control the Content provided by users that is made available on Freshnip. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using Freshnip, you agree to accept such risks and that Freshnip is not responsible for any and all acts or omissions of users on Freshnip. Please use caution, common sense, and practice safe buying and selling when using Freshnip.

Other Resources: Freshnip is not responsible for the availability of outside websites or resources linked to or referenced on the Site. Freshnip does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that Freshnip 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 the use of or reliance on any such content, goods or services available on or through any such websites or resources.

Resolution of Disputes and Release
In the event a dispute arises between you and Freshnip, please contact Freshnip by emailing support@freshnip.com

Should you have a dispute with one or more users, or an outside party, you release Freshnip from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Freshnip encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.

Freshnip, for the benefit of users, may try to help users resolve disputes. Freshnip does so in Freshnip’s sole discretion, and Freshnip has no obligation to resolve disputes between users or between users and outside parties. To the extent that Freshnip attempts to resolve a dispute, Freshnip will do so in good faith based solely on Freshnip’s policies. Freshnip will not make judgments regarding legal issues or claims.

Access and Interference
Freshnip may contain robot exclusion headers which contain internal rules for software usage. Much of the information on Freshnip is updated on a real-time basis and is proprietary or is licensed to Freshnip by Freshnip's users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access Freshnip for any purpose without Freshnip’s prior express written permission. Additionally, you agree that you will not:

1. Take any action that imposes, or may impose, in Freshnip’s sole discretion, an unreasonable or disproportionately large load on Freshnip’s infrastructure
2. Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content
3. Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site
4. Bypass Freshnip’s robot exclusion headers or other measures Freshnip may use to prevent or restrict access to Freshnip

Breach

Without limiting any other remedies, Freshnip may, without notice, and without refunding any fees, delay or immediately remove Content, warn Freshnip’s community of a user’s actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user’s account privileges, terminate a user’s account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:

Freshnip suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, the Privacy Policy, or other policy documents and community guidelines incorporated herein; Freshnip is unable to verify or authenticate any of your personal information or Content; Or Freshnip believes that a user is acting inconsistently with the letter or spirit of Freshnip’s policies, has engaged in improper or fraudulent activity in connection with Freshnip or the actions may cause legal liability or financial loss to Freshnip's users or to Freshnip.

Privacy
Except as provided in Freshnip’s Privacy Policy Freshnip will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. Freshnip stores and processes Content on computers located in the United States that are protected by physical as well as technological security.

Warranty and Liability
THE USE OF THIS SITE IS AT YOUR SOLE RISK AND RESPONSIBILITY. THE CONTENT OF THIS SITE AS WELL AS ALL INFORMATION, PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THIS SITE ARE PROVIDED BY FRESHNIP ON AN "AS IS" AND "AS AVAILABLE' BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. FRESHNIP DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW. FRESHNIP MAKES NO REPRESENTATIONS OR EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. FRESHNIP DOES NOT WARRANT THAT THIS SITE; INFORMATION, CONTENT, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE; THEIR SERVERS; OR E-MAIL SENT FROM FRESHNIP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FRESHNIP WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

Indemnity
YOU AGREE TO INDEMNIFY AND HOLD FRESHNIP AND FRESHNIP'S AFFILIATES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

Uptime guarantee
Freshnip does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Freshnip’s control.

Legal Compliance
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of Freshnip’s service and your listing, purchase, solicitation of offers to purchase, and sale of items.

Severability
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

No Agency
You and Freshnip are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Freshnip Service
Freshnip reserves the right to modify or terminate the Freshnip service for any reason, without notice, at any time. Freshnip reserves the right to alter these Terms of Use or other Site policies at any time. If the alterations constitute a material change to the Terms of Use, Freshnip will notify you via email to the email address in your account. What constitutes a "material change" will be determined at Freshnip's sole discretion, in good faith, and using common sense and reasonable judgment.

Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the City of Manila and disputes arising under this Agreement will be adjudicated by the courts of the City of Manila.

Survival
These sections shall survive the termination or expiration of this Agreement: Fees and Services; Content, License; Information Control; Resolution of Dispute and Release; Access and Interference; Breach; Privacy; No Warranty and Liability; Indemnity; Up time guarantee; Severability; No Agency.