TERMS OF USE AGREEMENT

Read This Terms of Use Agreement Before Accessing Website.

Effective Date: This Terms of Use Agreement was last updated on July 1, 2008.

This Terms of Use Agreement sets forth the standards of use of the GIANNI New York (“GIANNI”) Online Service (hereinafter referred to as the “Service” or “web site”). By using the gianninewyork.com web site (the “web site”) you (the “User”) agree to these terms and conditions. If you do not agree to the terms and conditions of this agreement, you should immediately cease all usage of this website. GIANNI reserves the right, at any time, to modify, alter, or update the terms and conditions of this agreement without prior notice. Modifications shall become effective immediately upon being posted at gianninewyork.com web site. Please visit this area each time you visit the web site to keep up to date with the current terms regarding your use of the web site. Your continued use of the Service after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.

1. Disclaimer of Warranties.

GIANNI endeavors to maintain this web site and its operation, but is not, and cannot be, responsible for the results of any defects that may exist in the web site or its operation. The site is provided by GIANNI on an “as is” and on an “as available” basis. To the fullest extent permitted by applicable law, GIANNI makes no representations or warranties of any kind, express or implied, regarding (i) the use or the results of this web site in terms of its correctness, defects, errors, accuracy, reliability, or otherwise; (ii) the operation of this web site will meet the User’s requirements; (iii) whether access to the web site will be uninterrupted, timely, secure, free of viruses, worms, Trojan horses or other harmful components; and/or (iv) whether defects or errors will be corrected. GIANNI shall have no liability for any interruptions in the use of this Website. GIANNI disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, therefore the above-referenced exclusion is inapplicable. User (and not GIANNI) assumes the entire cost of all servicing, repair, or correction that may be necessary for your computer equipment and software as a result of any viruses, errors or any other problems whatsoever you may have as a result of visiting this web site.

2. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL GIANNI, ITS AFFILIATES, PARENTS, SUBSIDIARIES, DISTRIBUTORS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR GIANNI, ITS AFFILIATES, PARENTS, SUBSIDIARIES, DISTRIBUTORS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THIS WEB SITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE OR SUCH DAMAGE OR INJURY IS CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE OR COMPUTER VIRUS, WORM, TROJAN HORSE OR OTHER HARMFUL COMPONENT, EVEN IF GIANNI OR ANY OF ITS AFFILIATES, PARENTS, SUBSIDIARIES, DISTRIBUTORS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY BE INAPPLICABLE; HOWEVER, IN NO EVENT SHALL GIANNI OR ANY OF ITS AFFILIATES, PARENTS, SUBSIDIARIES, DISTRIBUTORS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY TO USER FOR DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR OTHERWISE), IN EXCESS OF THE AMOUNT PAID BY USER, IF ANY, FOR ACCESSING THIS SITE.

3. Indemnification

User agrees to indemnify and hold GIANNI, its affiliates, parents, subsidiaries, distributors, partners, officers, directors, employees or agents harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of User’s use of the Service, the violation of this Agreement, or infringement by User, or other user of the Service using User’s computer, of any intellectual property or any other right of any person or entity.

4. Modifications and Interruption to Service

GIANNI reserves the right to modify or discontinue the Service with or without notice to the User. GIANNI, its affiliates, parents, subsidiaries, distributors, partners, officers, directors, employees or agents shall not be liable to User or any third party should GIANNI exercise its right to modify or discontinue the Service. User acknowledges and accepts that GIANNI does not guarantee continuous, uninterrupted or secure access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

5. Third-Party Sites

This web site may include links to other sites on the Internet that are owned and operated by online merchants and/or other third parties. User acknowledges and agrees that GIANNI its affiliates, parents, subsidiaries, distributors, partners, officers, directors, employees or agents are not responsible for the availability of, or the content located on or through, any third-party site or link. User should contact the site administrator or web master for those third-party sites or links if User has any concerns regarding such web sites or links or the content located on such web sites or links. User’s use of those third-party sites is subject to the terms of use and privacy policies of each site, and GIANNI, its affiliates, parents, subsidiaries, distributors, partners, officers, directors, employees or agents are not responsible therein. GIANNI encourages all Users to review said privacy policies of all links and third-party sites.

6. Disclaimer Regarding Accuracy of Vendor Information

GIANNI may choose to include non-GIANNI product or products from other vendors (the “Vendors”) on this site for sale, promotion, advertisement or other reasons. Non-GIANNI and other vendor Product specifications and other information have either been provided by the Vendors or collected from publicly available sources. While GIANNI makes every reasonable effort to ensure that the information on this website is accurate, GIANNI can make no representations or warranties whatsoever as to the accuracy or reliability of any information provided on this web site regarding such non-GIANNI or other vendor products or with regard to any product provided or offered by any other Vendor, and you acknowledge that any reliance on representations and warranties provided by any Vendor shall be at your own risk.

7. Geographic Scope of Site/Governing Jurisdiction of the Courts

Any legal actions, suits or proceedings arising out of these Terms of Use will be brought exclusively in the state Courts of New York or the United States District Court for the Southern District of New York, and User hereby accepts and submits to the personal jurisdiction of these New York courts with respect to any legal actions, suits or proceedings arising out of these Terms of Use. GIANNI makes no representation that this web site or other services are appropriate, legal or available for use in other locations. Accordingly, if User chooses to access this site he/she/it agrees to do so subject to the internal laws of the State of New York. Moreover, this web site is intended to promote only those products that are sold in the United States and its territories. Accordingly, GIANNI makes no representation that materials on this site or the products described thereby are appropriate or available for use in other locations. User also waives to the fullest extent permitted by law any right to a trial by jury in any action, suit or proceeding brought to enforce, defend or interpret any right or remedies under, or arising in connection with or relating to, these Terms of Use.

8. Compliance with Laws.

All visitors to this web site are responsible for compliance with all local laws applicable to them with respect to the content and operation of this web site. User assumes all knowledge of applicable law and is responsible for compliance with any such laws. User may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. User further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

9. Copyright and Trademark Information

All content included or available on this site, including site design, text, graphics, interfaces, and the selection and arrangements thereof is ©2008 gianninewyork.com, with all rights reserved, or is the property of GIANNI and/or third parties protected by intellectual property rights. Any use of materials on the website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of GIANNI is strictly prohibited. Users agree that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of GIANNI.

GIANNI New YorkTM, its logo and gianninewyork.com™ are proprietary marks of GIANNI. GIANNI’s trademarks may not be used in connection with any product or service that is not provided by GIANNI, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits GIANNI.

All other trademarks displayed on this website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use of trademarks or links to the web sites of Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with GIANNI.

10. Notification of Claimed Copyright Infringement

Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, GIANNI designates the following individual as its agent for receipt of notifications of claimed copyright infringement.

Address: GIANNI New York
101M Ellis Street
Staten Island, NY 10307
Phone: (718) 966-7676
E-Mail: info@gianninewyork.com

11. Postings

GIANNI may from time to time monitor or review discussions, chats, postings, and other transmissions on this web site. However, GIANNI is under no obligation to do so and assumes no responsibility or liability arising from the content of any such transmissions or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, illegality or inaccuracy contained in any information transmitted to any such locations on this web site. User may not post or transmit any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise violate any law. GIANNI will fully cooperate with any law enforcement authorities or court order requesting or directing GIANNI to disclose the identity of anyone posting any such information or materials. GIANNI may also disclose such information if it has a good faith belief that such disclosure is reasonably necessary to protect the rights, property, or personal safety of GIANNI, its employees, officers, directors, distributors, customers, business or the public.

12. Availability of Help

This web site may or may not provide a Help file or other instructions for the use and navigation of this site. However, you understand that GIANNI is under no obligation to provide any support for the web site.

13. Other Terms

If any provision of this Terms of Use Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. User agrees that this Terms of Use Agreement and any other agreements referenced herein may be assigned by GIANNI, in its sole discretion, to a third party in the event of a merger or acquisition. This Terms of Use Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to User’s participation as a User. User agrees that by accepting this Terms of Use Agreement, User is consenting to the use and disclosure of their personally identifiable information and other practices described in GIANNI’s Privacy Policy Statement.

13. No Waiver

No failure on the part of GIANNI to enforce any part of these Terms of Use shall constitute a legal waiver of any of GIANNI’s rights under these Terms of Use whether for past or future actions on the part of any person. Neither the receipt of any funds by GIANNI nor the reliance of any person on GIANNI’s actions shall be deemed to constitute a waiver of any part of these Terms of Use. Only a specific, written waiver signed by an authorized representative of GIANNI shall have any legal effect whatsoever.

14. No Legal Effect

The paragraph titles in these Terms of Use are for convenience only and have no legal or contractual effect.