Terms of Service

Terms of Service

Introduction

Welcome to LENEWBLACK, the First BtoB virtual platform for selected brands and selected buyers.

The Services available on the website http://www.lenewblack.com (the “Site”) are provided by LENEWBLACK S.A.S, a French société à actions simplifiée, having its registered office located at 58, rue Charlot, 75003 Paris, France and identified under number RCS Paris B 513 573 717 (“LENEWBLACK”) subject to the following terms and conditions of use (the “Agreement”).

The Agreement and the Member Application Form accessible on the Site, hereby incorporated hereto by reference, shall govern the contractual relationship between you as Member (“You”, “Your”) and LENEWBLACK (“We”, “Us”, “Our”) regarding Your use of the Site. LENEWBLACK and Members are from time to time hereinafter referred to individually as a “party” or collectively as the “parties”.

Before You may become a Member of LENEWBLACK, You must read and unconditionally accept all of the terms and conditions in, and linked to, this Agreement.

1.    Aim of the Site

The aim of this Site is to provide Members with access to unique, permanent and global editorial and hosting services offered by LENEWBLACK to facilitate the exchange between Designers, Brands and/or Agents, Buyers and Press, before during and after the major world fashion weeks.

Consistent with Our goals, the Site was conceived as the first ever fashion commercial and press online tradeshow. The Site consists of an online platform powered by LENEWBLACK allowing Designers, Brands and/or Agents (including their sales representatives) to benefit of wholesale and Press exposure, Buyers to organize buying plans online and send orders before the fashion weeks and continue after, and Press Professionals to access to the complete Designers, Brands and/or Agents’ collections and related information through one single Site.

This Site does not allow Members to transfer legal ownership of items (including Products, as such term is defined below) to other Members or to any other third parties and this Agreement shall not govern the relationship between buyers and sellers regarding the transfer of legal ownership of any item (including any Product).

This Site allows Buyers to send online orders for the purchase of selected Products offered by Designers, Brands and/or Agents on the Site, such online orders being subject to written confirmation by the Designer, Brand and/or Agent concerned in accordance with the applicable terms and conditions of sale, and any other conditions negotiated with such Designer, Brand and/or Agent. Buyers are therefore strongly advised to check the third party terms and conditions of sale applied by the Designer, Brand or Agent concerned before sending any orders to Designers, Brands and/or Agents on the Site. Please read Sections 6, 8 and 9 of this Agreement for further details.

Please consult Our “About" section for further general information on the main characteristics and benefits of the Services offered by LENEWBLACK on the Site.

2.    General Conditions of Use

You are invited to carefully read this Agreement that appears in the footer of each page of the Site. You are recommended to print this Agreement and keep a copy for Your record.

The use of the Site implies full, irrevocable and unequivocal acceptance of this Agreement by You and is only reserved to Members who have read and agreed to this Agreement by ticking the appropriate box when registering through the Member Application Form available on the Site.

This Agreement is meant to protect all Members of this Site, and Your access to and use of this Site signifies Your agreement with this Agreement. You should not use this Site if You do not agree with the provisions of this Agreement.

You are strongly advised to read this Agreement on a regular basis when You visit the Site as LENEWBLACK reserves the right, in its sole discretion, to amend, alter or otherwise update this Agreement at any time and without prior notice. Such amendments, alterations, and updates shall be effective immediately upon posting on the Site. You agree to be bound by such modified, altered, and updated Agreement if You access or otherwise use this Site after LENEWBLACK has posted notice of such modifications, alterations or updates.

LENEWBLACK is working constantly with the Members’ community to improve and refine the solutions offered on the Site, keep the Site and the Services working properly and the Members’ interests safe. Please address any questions or suggestions You may have and report offensive content, policy violations or technical issues that You may encounter while browsing on the Site or using the Services.

Without limiting other remedies, We may limit, suspend or terminate the Services and Member accounts, prohibit access to the Site, delay or remove hosted content, and take technical and legal steps to keep Members off the Site if We think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of this Agreement. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time.

This Agreement is effective on March 1st, 2009, for current Members, and upon acceptance for new Members.

3.    Definitions

In this Agreement, including the introduction, and where the context admits, capitalized terms used but not otherwise defined herein shall have the following meaning:

“Affiliate” means any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, LENEWBLACK; for the purpose of this definition, control has the meaning set forth in the provisions of article L. 233-3 of the French Code de commerce.

“Application Form” means the electronic application form accessible on the Site for Members to obtain their own personal and confidential ID’s (identification login and password) granting access to and use of the Services on the Site.

“Buyer” means any person or entity acting publicly as fashion professional buyer and/or retailer (including any online or physical retail shop, buying office or department store) validly registered on the Site and given access to the Services upon due completion of the Application Form, including without limitation for the purposes of selecting and/or ordering Products on a wholesale basis from Designers, Brands and/or Agents on the Site with a view to selling such Products on a retail basis, in the course of his/her/its trade, business or profession.


“Confidential Information” means that information which either party desires to protect against disclosure or unauthorized use and which is designated as confidential in writing, at the time of disclosure or promptly following oral disclosure, or which by its context is understood to be confidential.

“Designer, Brand and/or Agent” means any person or entity acting publicly as fashion professional designer, brand and/or agent including any agent and/or sales representative working with such designers, brands or agents, validly registered on the Site and given access to the Services upon due completion of the Application Form, including without limitation for the purposes of promoting and/or selling Products on a wholesale basis to Buyers in the course of his/her/its trade, business and profession.

“Digital Image Requirements” means the requirements indicated on the Site for the posting by Members of any digital image on the Site (including for the purpose of listing Products on the Wholesale Showroom Online).

“Fees” means the fees for access to and use of the Services payable upon registration and periodically thereafter by Member to LENEWBLACK as and if indicated on the Member Application Form available on the Site.

“Information” means any information or data that Member submits to the Site (including all Materials provided by Designers, Brands and/or Agents) and any information or data that is generated by the Site as a result of Member’s use of and access to the Site.

“Intellectual Property” means, collectively, the patents, copyrights and moral rights, trademarks, designs, logos, tag lines, slogans, models, brands, names, trade names, graphics, icons, hyperlinks, concept ideas, improvements (whether patentable or otherwise), Confidential Information, know-how (including all documents, diagrams, information, devices, technical and scientific data and other processes and methods, as well as all available information regarding marketing and promotion of the Services described in the Site, as well as all and any modifications or improvements to any of them), trade secrets, and any other type of intellectual property right (whether registered or unregistered including applications for and rights to obtain or use same) and similar rights of any type under the laws of any governmental authority, including without limitation, all applications and registrations relating to the foregoing, which a party owns, licenses, uses and/or holds (whether or not currently) on or in connection with the Site.

“Materials” means the content, images and materials provided by Members to LENEWBLACK, including the right for LENEWBLACK to exercise the copyright, trademark, publicity, and database rights (but no other rights) Member has in such content, images and materials, in any media known now or in the future, in accordance with this Agreement.

“Member” means every Designer, Brand and/or Agent, Buyer and/or Press Member using the Site for the Services and not temporarily or indefinitely suspended from the Site; if the Member is a physical person, he/she must be over the age of eighteen (18) and able to form legally binding contracts in accordance with French applicable law.

“Press Professional” means any person or entity acting publicly as fashion press professional, validly registered on the Site and given access to selected areas of the Site upon due completion of the Application form.

“Products” means lifestyle products and cosmetic items as selected from time to time by LENEWBLACK (including without limitation fashion and ready-to-wear clothing articles, footwear and accessories, jewellery, and contemporary design furniture).

“Order” means a purchase pre-order issued through the Site by a Buyer to a Designer and/or a Brand for the procurement of Products in accordance with this Agreement, and in particular with the provisions of clause 6 (Relationship among Members and/or between Members and third parties) of this Agreement.

“Services” means the commercial, promotional, editorial and hosting services provided by LENEWBLACK to Members through the Site in accordance with the provisions of this Agreement and subject to LENEWBLACK' design and functionality specifications and to Site Updates.

“Site Updates” means refinements, solutions, modifications and corrections to the Site as are required, at the sole discretion of LENEWBLACK, to keep the Site in substantial conformance with the applicable design and functionality specifications at the time this Agreement enters into force and that are created by LENEWBLACK as corrections for defects in the Sites. Site Updates will not include any new versions, new releases, options or future products that LENEWBLACK may license separately to Members from time to time.

4.    Register Policy

In order to become a Member of LENEWBLACK and consequently access and use the Services available on the Site, You must sign up as Designer, Brand and/or Agent, Buyer or Press Professional by filling out and submitting electronically the related Application Form accessible on the Site, following the relevant instructions.

When You subscribe to become a Member of LENEWBLACK, You will be required to provide Us with various information as indicated on the online Application Form, including name of representative, business name, postal address, telephone, fax, and email address. A tax identification number is also required for application, but will not be displayed with Your profile.

Once duly registered as a Member of LENEWBLACK, You will be provided with Your own personal and confidential Member ID’s granting access to and use of the Services on the Site.

5.    License granted to LENEWBLACK

As a Member of LENEWBLACK, You hereby expressly grant to LENEWBLACK, a non-exclusive, perpetual, non-revocable, world-wide, sub-licensable and royalty-free right and license to (i) use, reproduce, transmit, communicate, promote, market, display and distribute the Materials in digital form of display on the Site, and (ii) link from Member’s page on the Site and display Member’s Materials among related pages on the Site to allow Members to have access to other Member’s Materials, by means of any technology or media, whether now known or hereafter to become known.

LENEWBLACK shall have the right to prepare modifications and derivatives to Your Materials for the purposes set forth in this Agreement. All Materials remain Your exclusive property.

6.    Relationship among Members and/or between Members and third parties

The supply of services and the sale of Products performed by Members or any other third parties (including through links, banners or hypertext links) are not governed by this Agreement.

You acknowledge that this Site does not allow Members to transfer legal ownership of items (including Products, as such term is defined below) to other Members or to any other third parties and that this Agreement shall not govern the relationship between buyers and sellers regarding the transfer of legal ownership of any item (including any Product).

This Site allows Buyers to send online orders for the purchase of selected Products offered by Designers, Brands and/or Agents on the Site, such online orders being subject to written confirmation by the Designer, Brand and/or Agent concerned in accordance with the applicable terms and conditions of sale, and any other conditions negotiated with such Designer, Brand and/or Agent. Buyers are therefore strongly advised to check the third party terms and conditions of sale applied by the Designer, Brand or Agent concerned before sending any orders to Designers, Brands and/or Agents on the Site.

As a Member, You acknowledge that LENEWBLACK shall under no circumstances be deemed liable for the supply of services and the sale of Products performed by Members or any other third parties and for the execution and the performance of all transactions related thereto, including without limitation with respect to the sending, confirmation, refusal to accept, proof, withdrawal or cancellation, shipping, delivery, price and payment of any order or confirmed order among Members and between Members and any other third parties, such transactions being subject solely to the terms and conditions of sale of the Designer, Brand or Agent concerned, and to any other condition agreed among Buyer and such Designer, Brand or Agent.

You agree not to hold LENEWBLACK responsible for other Members' content (including the Materials), actions or inactions, information posted or items listed on the Site. The Site is a venue for the purposes of allowing any Member to advertise, offer, sell, and buy services and/or Products in a variety of pricing formats and venues made available on the Site. LENEWBLACK is not involved in the actual transaction among Members and between Members and any other third parties. We have no control over and do not guarantee the quality, safety or legality of items advertised or information posted on the Site, the truth or accuracy of Members’ content, Materials or listings, the ability of Designers, Brands and/or Agents to sell items, the ability of Buyers to pay for items, or that a Member will actually complete a transaction.

The Site does not allow LENEWBLACK to transfer legal ownership of items (including Products) among Members, and nothing in this Agreement shall modify the governing provisions of the French Code civil among buyers and sellers regarding the transfer of legal ownership of an item (including a Product).

Notwithstanding the previous paragraph, should LENEWBLACK be deemed to be liable, Our liability to any Member or to any third party is limited in any case as set forth in Section 16 (Limitation of Liability) of this Agreement.

7.    Payment of Fees for the Services

In consideration for access to the Services, You shall pay to us the registration Fees. Details of our current registration Fees can be obtained on request through contact@lenewblack.com. The registration Fees shall apply unless otherwise agreed.

Payments shall commence on the date of our acceptance of your registration for your use of the Services (the "registration date"), unless otherwise agreed.

Payment of the Fees by all Members shall be effected by bank transfer to the bank account designated by LENEWBLACK on the invoice issued to Members upon registration. French companies or residents may pay by cheque subject to written prior approval from LENEWBLACK.

For payments by bank transfer We must promptly receive a bank remittance as proof of Your payment. Upon receipt, Your account will be considered up to date. All bank charges must be paid by You, in addition to the invoice balance.

If You do not comply with the payment terms set forth herein, You will be sent notification to inform You that Your access to the Site has been suspended. If Your access to the Site is suspended it will be reinstated within twenty four (24) hours following payment.

Unless otherwise stated, all Fees are quoted and payable in Euros.

All payments must be made inclusive of value added tax or other similar tax where applicable.

All payments shall be made in full, without deduction or withholding.

All payments are non-refundable. 

Any late payment shall accrue interest at a rate of two (2) times the French legal interest rate per month, accruing daily, from the due date until the date of payment.

8.    Designers, Brands and/or Agents’ Specific Obligations

Upon registration as Designer, Brand and/or Agent and payment of the applicable Fees, You will be provided with Your own personal wholesale showroom online (“my showroom”) and back office online (“my office”) on the Site (collectively, the “Wholesale Showroom Online”).

The Wholesale Showroom Online will be managed by You personally and will include:

-    Your contact information, including name of representative, business name, postal address, telephone, fax, and email address;

-    Contact information regarding the person in charge of the management of Your Wholesale Showroom Online;

-    General information and status regarding your registration as Member of LENEWBLACK;

-    Your Product Information for each Product listed and displayed on the Site, including without limitation: a digital image of the Product, its references, wholesale price, size, technical and care details;

-    An extract of Your terms and conditions of sales including specific information on Your terms of order (minimum and maximum quantity of Products available, the terms of delivery, and terms of payment);

-    Your biography or editorial statement as Designer, Brand or Agent;

-    Information on past and current orders (with Buyers’ contact details) will be registered automatically in the “my office” section on Your Wholesale Showroom Online.

When You are using Your Wholesale Showroom Online, You are solely responsible for any information You post on the Site and have an opportunity to review, change, revise, or update such information at any time.

When You are using the Services as a Designer, Brand or Agent and if You are already registered as a Buyer, You will have your Buyer account automatically suspended.

9.    Buyers’ Specific Obligations

Upon due registration as Buyer through the Application Form accessible on the Site, You will be provided with Your own personal Member account and ID’s for use of and access to the Services on the Site, including to the Wholesale Showrooms Online of Designers, Brands and/or Agents.

As Buyer, You are solely responsible for any information You post on the Site and have an opportunity to review, change, revise, or update such information at any time.

When You are using the Services as Buyer, You will have access to an extract of the terms and conditions of sale of the Designers, Brands and Agents. However We strongly recommend that, before You send any order through the Site, You verify the complete terms and conditions of sale of the Designers, Brands and/or Agents from which You may be considering sending an order or purchasing a product.

As detailed in Section 6 of this Agreement, You acknowledge as Buyer that this Site allows You to send online orders for the purchase of selected Products offered by Designers, Brands and/or Agents on the Site and that such online orders are subject to written confirmation by the Designer, Brand and/or Agent concerned in accordance with the applicable terms and conditions of sale, and any other conditions negotiated with such Designer, Brand and/or Agent.

When You are using the Services as Buyer, You acknowledge and agree that limited personal information (i.e., name of the store, city, country) may be collected and processed by LENEWBLACK in order to compile statistical information about Your browsing habits, click patterns and access to the Site that will be disclosed solely to Designers, Brands and/or Agents you visited while browsing on the Site.

10.    Press Professionals’ Specific Obligations

Upon due registration as Press Professional through the Application Form accessible on the Site, You will be provided with Your own personal Member account and ID’s for use of and access to selected areas of the Site.

As Press Professional, You are solely responsible for any information You post on the Site and have an opportunity to review, change, revise, or update such information at any time.

11.    Member’s Responsibilities

You warrant and represent to LENEWBLACK that You will not use the Site for any purpose that is unlawful, violates any third party rights, or is prohibited by this Agreement, including without limitation: (i) the posting or transmitting any false, inaccurate, misleading, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material (including Materials), content (including personal information) or items in an inappropriate category or areas on the Site or through Our Services; (ii) manipulate the price of any item or interfere in any manner with other Member’s listing; (iii) circumvent or manipulate Our fee structure, the billing process, or Fees owed to LENEWBLACK; (iv) take any action that may adversely affect any Members or LENEWBLACK (such as displaying, importing or exporting information off of the Site or using it for purposes unrelated to LENEWBLACK); (v) transfer Your Member account and ID’s to another Member or any third party without Our prior consent. If You violate any of this Agreement, Your permission to use this Site immediately terminates without the necessity of any notice. LENEWBLACK retains the right to deny access to anyone at its sole discretion for any reason, including for violation of this Agreement.

You are solely responsible for Your Information, and You acknowledge that LENEWBLACK acts as a passive conduit for Your online distribution and publication of Your Information.

In the event that You are provided with Member identification login and passwords (collectively, "ID's") in the use of this Site, You shall maintain such ID's in confidence and You agree not to distribute or disclose the same to third parties including any other Member. It is Your responsibility to notify LENEWBLACK if You wish to change or discontinue any of Your ID's. It is also Your responsibility to immediately request discontinuation of an ID upon Your knowledge or reasonable belief that such ID is, or may be subject to, a breach of confidentiality. LENEWBLACK may suspend or terminate Your use or access to the Site if LENEWBLACK believes a breach of this Agreement has occurred.

You agree to provide true, accurate, current and complete Information. If You provide any Information that is untrue, inaccurate, not current or incomplete (or if LENEWBLACK has reasonable grounds to suspect that such Information is untrue, inaccurate, not current or incomplete), LENEWBLACK has the right to suspend or terminate Your use, access and activity, and refuse any and all current or future use, of the Site.

12.    System Integrity – Software And Equipment

You are specifically prohibited from any use of the Site, and You agree not to use or permit others to use the Site, for any of the following: (i) take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure, including but not limited to the distribution or posting of “spam”, chain letters, pyramid schemes or other such unsolicited mass e-mailing techniques; (ii) distribute viruses or any other technologies that may harm the Site, LENEWBLACK, or the interests or property of other Members; (iii) disclose to, or share with, the assigned Member ID’s with any unauthorized third parties or using the assigned Member ID’s for any unauthorized purpose; (iv) attempt to decipher, decompile, disassemble or reverse engineer any of the software or HTML code comprising or in any way making up a part of the Site; (v) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; (vi) upload, post, emailing or otherwise transmitting any Information, Materials, or proprietary rights that You do not have a right to transmit under any law or under contractual or fiduciary relationships; (vii) violating any applicable national or international law, including, but not limited to, any regulations having the force of law; or (viii) using any robot, spider, intelligent agent, other automatic device, or manual process to search, monitor or copy web pages of the Site, or the Materials without Our prior written permission, provided that generally available third party Web browser (such as Internet Explorer or Mozilla Firefox) may be used without such permission.

It is Your sole responsibility to acquire and maintain, at Your own expense, the computer hardware, software, communications infrastructure and access accounts required to safely and securely access the Internet and the Site as well as to safely download any content from the Site.

The Site may contain links to websites of third parties. These links are provided solely as a convenience to the Members. LENEWBLACK is not responsible for the contents of such third party websites or the links to which the Members may be transferred. We do not have any responsibility for third party websites and do not make any representation regarding the content or accuracy of materials on such websites. Accessing such websites is at the sole risk of the Member concerned.

Nothing herein shall grant You as Member any rights in any Intellectual Property, source code, object code, text, graphics, photos, images, database technology, e-commerce technology, server technology, operating systems, business logic, development tools, Member information, URL's, software, hardware, audiovisual display, look and feel, templates, arrangement and organization of web pages, or other content or data of LENEWBLACK or its licensors, including without limitation the technology, software and hardware infrastructure and functionality provided by the Site or otherwise used to operate or provide the Services, all of which shall remain the sole and exclusive property of LENEWBLACK and its licensors.

13a.    Term And Termination

The term of this Agreement shall be for twelve (12) months ("Initial Term") from the date of registration by Member after due completion of the Application Form accessible on the Site.

Member may terminate this Agreement at any time by providing fifteen (15) days written notice of termination to LENEWBLACK prior to the end of the Initial Term ("Termination Date"). In such event, LENEWBLACK will not reimburse Member for any payments made in advance for any period beyond the Termination Date.

13b.    Renewal Term

This Agreement shall be automatically extended for successive periods of twelve (12) months ("Renewal Term") unless this Agreement has been terminated in accordance with the following, or unless either party notifies the other in writing of its election to have the Agreement expire at least forty five (45) days in advance of any such Renewal Term. 

14.    Representations, Warranties and Covenants

You represent and warrant to LENEWBLACK that: (i) You have the full corporate right, power and authority to enter into this Agreement and perform its obligations hereunder; (ii) the execution of this Agreement by You, and the performance of Your obligations and duties hereunder, do not and will not violate any agreement to which You are bound; (iii) this Agreement, when accepted by You, will constitute the legal, valid and binding obligation for You in accordance with the terms of this Agreement; (iv) You will not knowingly use the rights granted to it for any unlawful purpose; and (v) You will not use any personally identifiable information provided by any Member, LENEWBLACK or any third party in a manner which violates applicable international law, French law or regulations, any provision of this Agreement, or any legal right of the Member regarding the use and/or disclosure of their personally identifiable information.

You further represent and warrant that all Materials and Information supplied by You to LENEWBLACK are complete and accurate and do not violate or infringe upon the copyright, literary, privacy, publicity, trademark, service mark, trade secret, confidentiality, proprietary or intellectual property rights or any other personal, moral or property right of any third party, nor do the same constitute a libel or defamation of any third party. You shall comply with all applicable laws, statutes, ordinances, rules and regulations of each country where applicable and LENEWBLACK's published privacy policy as amended from time to time.

You represent, warrant and covenant to LENEWBLACK that You have and will have all Intellectual Property rights necessary for the grant of rights herein and the performance of this Agreement, and that You know of no right held by any third party adverse to the grant of licenses set forth herein.

You will notify LENEWBLACK promptly (i) of any inquiry from any foreign or domestic state or regulatory authority regarding this Agreement, or the relationship between LENEWBLACK and You; (ii) in the event any of the warranties and representations are no longer true; or (iii) of any material or threatened litigation against You in connection with this Agreement or any Materials licensed hereunder.

15.    Disclaimer

The Site and the Services offered hereunder are provided by LENEWBLACK on an “as is”, “as available” basis. LENEWBLACK makes no representations or warranties of any kind, express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title, non-infringement, and implied warranties arising from course of dealing or course of performance.

16.    Limitation Of Liability

Except to the extent stated in this clause, LENEWBLACK will not be liable for any damages of any kind arising from the Services provided hereunder, including, without limitation, direct, incidental, punitive, consequential, indirect, special, or exemplary damages, regardless of whether LENEWBLACK has previously been advised of the possibility of such damages. The sole remedy of Member and maximum liability of LENEWBLACK and its affiliates, agents and licensors, if any, arising out of any kind of legal claim (whether in contract, tort, or otherwise) in any way connected with this Agreement or the Site and affiliated websites shall be a pro rata refund of Fees paid.

LENEWBLACK does not guarantee continuous or secure access to the Services, and operation of the Site may be interfered with by numerous factors outside of Our control. Accordingly, to the extent legally permitted, We exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of Your use of the Site and the related Services.

Further, all content provided on the blog, or through newsletters, Facebook/Twitter alerts  edited by LENEWBLACK is for informational purposes only. LENEWBLACK makes no representations as to the accuracy or completeness of any information on the blog (or found by following any link on the blog), newsletters, or Facebook/Twitters alerts. LENEWBLACK will not be liable for any errors or omissions in this information nor for the availability of this information. LENEWBLACK will not be liable for any losses, injuries, or damages from the display or use of this information.

17.    Indemnification

You agree to indemnify and hold harmless each of LENEWBLACK, its parents, subsidiaries, Affiliates, joint ventures, officers, directors, agents and employees, from any claim, demand or damages (actual and consequential) of every kind and nature, known or unknown, including reasonable attorneys' fees and costs, with or made by one or more Members and/or any other third party due to, arising out of or in any way connected with any conduct by Member, the Materials provided by Member, a breach of Member’s representations or warranties, the violation of this Agreement by Member, or the infringement by Member of any intellectual property or other right of any person or entity.

18.    Editorial Control

LENEWBLACK shall retain at all times sole and exclusive editorial control over the Site, the content, Materials, Products displayed in the LENEWBLACK database and descriptions of Products. LENEWBLACK may from time to time change its Member interface design, navigation schema and other aspects of how the Site will be used based on usability testing, best design practices and changing standards within LENEWBLACK.

19.    Confidential Information

Each party will hold in confidence any Confidential Information received from the other party and will protect it with at least the same degree of care that would be exercised with respect to the receiving party's own information of like importance, but in no event less than reasonable care, for a period of five (5) years from the termination of this Agreement.

20.    Privacy Policy

In accordance with French applicable law, this Site was declared at the CNIL (Commission Nationale de l’Informatique et des Libertés) under no. 1349872.

You agree to abide by LENEWBLACK's published privacy policy, as amended from time to time. All data and information collected or derived from the operation of the Site (including but not limited to registration data collected through the Application Form) or other Sites powered by LENEWBLACK or disclosed by or pertaining to Members thereof will be the sole and exclusive property of LENEWBLACK.

LENEWBLACK shall take reasonable steps to protect Your personal information.

You consent to LENEWBLACK collecting and processing Your personal information for the purposes set out in this privacy policy. This personal information includes, but is not limited to, the following: name; contact details; non-personal browsing habits and click patterns; e-mail address; IP address; and any other relevant personal data that You communicate to LENEWBLACK.

LENEWBLACK collects and processes the personal information listed above in order to (but not limited to) the following: (i) communicate requested information to You, for example through user alerts; (ii) communicate information to You or potential Members regularly, for example through our Blog, newsletters, Facebook/tTwitter alerts  (iii) compile and maintain the Site and Member database; (iv) register and/or authenticate Members of and/or visitors to the Site and/or Products and/or services; (v) identify and take reasonable measures to prevent fraudulent uses of or access to the Site; (vi) compile non-personal statistical information about browsing habits, click patterns and access to the Site; (vii) attract advertisers and new Members by showing anonymised information about the database, for example demographics; (viii) track database size and growth; and (ix) track compliance of Members and third parties with this Agreement.

The personal information is collected either electronically (for example, through the use of cookies) or is provided voluntarily by Members of and/or visitors to the Site. You may determine cookie use independently through Your Web browser settings.

Personal information collected from You may be deleted from the Site and Member databases when Your account on the Site is terminated for any reason.

LENEWBLACK may collect and process Your personal information subject to the following: (i) LENEWBLACK shall not disclose personal information to any third party unless You consent to such a disclosure; (ii) LENEWBLACK shall disclose Your personal information without Member consent only where LENEWBLACK is compelled to do so by law; and (iii) LENEWBLACK may compile, use and share any of the information that does not relate to or identify specific individuals.

In the event that Your personal information is inaccurately or incompletely reflected on the Site, You agree that it is Your responsibility to notify LENEWBLACK of this fact and to supply LENEWBLACK with the accurate or complete information to enable LENEWBLACK to address Your concerns.

21.    Force Majeure

LENEWBLACK shall not be deemed to be in breach of this Agreement or otherwise be liable to You for any delay in performance or non-performance of any of its obligations under this Agreement to the extent that any such delay or non-performance is due to a case of “force majeure” as defined by French case law or to any factor which is beyond the reasonable control of LENEWBLACK.

22.    Relationship of the Parties

Nothing in this Agreement shall be construed to place LENEWBLACK and You in an agency, employment, franchise, joint venture, or partnership relationship. Neither party will have the authority to obligate or bind the other in any manner, nor nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties. Neither party will represent to the contrary, either expressly, implicitly or otherwise. LENEWBLACK will have the right to include any Member in its customer list on the Site and in LENEWBLACK's press releases and promotional materials without prior notice.

23.    Assignment

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that (i) no assignment of any rights or obligations shall be made by any of the Members without the written consent of LENEWBLACK and (ii) LENEWBLACK may assign this Agreement without requesting the consent of the Members to any of its Affiliates.

24.    Notices

All notices (except as to modifications of the terms of this Agreement made by LENEWBLACK in the conditions set forth in this Agreement), claims, complaints, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly received if personally delivered or sent by internationally-recognized overnight courier or by electronic mail confirmed by telecopy or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:

-    if to Members: to the relevant Member’s address and contact details as set forth in the Member database provided for on the Site on the date of notice;

-    if to LENEWBLACK:
LENEWBLACK S.A.S
58, rue Charlot
75003 PARIS
France
e-mail:    contact@lenewblack.com
Tel:    0033 (0)1 84 16 10 68

Any such notice or communication shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of international overnight courier, upon receipt of confirmation of delivery, (d) in the case of electronic mail or telecopy transmission, upon confirmation of receipt, and (e) in the case of mailing, on the fifth business day following posting.

25.    Miscellaneous

25.1.    This Agreement and the LENEWBLACK Member Application Form referenced herein and incorporated by reference, constitutes the entire agreement and understanding between the parties as to the subject matter hereof, and supersedes any and all prior agreements and understandings. LENEWBLACK reserves any rights not expressly granted or stated in this Agreement.

25.2.    In the event that any term or provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that term or provision may be deleted or modified at the sole election of LENEWBLACK, and the remainder of the terms and provisions of this Agreement will remain valid and enforceable.

25.3.    No exercise or failure to exercise or delay in exercising any right, power or remedy vested in LENEWBLACK shall constitute a waiver by it of that or any other right, power or remedy.

25.4.    Any reference to the masculine gender shall be deemed to include the feminine and neuter genders unless the context otherwise requires.

25.5.    Words in the singular include the plural and in the plural include the singular.

25.6.    The headings and sub-headings contained in this Agreement are inserted for convenience purposes only and shall not affect in any way the construction, meaning or interpretation of this Agreement.

25.7.    This Agreement has been prepared in the English language. In the event this Agreement is translated into the French language for purposes of any filing under applicable law or for any other purposes and there is any conflict between the English language version and the French language version, the English language version shall control and govern the integration and construction hereof and for any and all purposes.

26.    This Agreement, its enforcement and the performance of the parties hereunder, and all suits and special proceedings that may ensue from its breach, shall be construed in accordance with and under the laws of the republic of France, without regard to its conflict of laws principles.

The parties irrevocably agree that the relevant courts of Paris shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.


© LENEWBLACK SAS, 2013. All rights reserved.