A|X Rate Me Terms and Conditions of Use

A/X RATE ME

Terms and Conditions of Use

THE FOLLOWING DESCRIBES THE TERMS AND CONDITIONS APPLICABLE TO YOUR ACCESS AND USE OF THE A/X RATE ME WEB SITE.

BY CHECKING THE “I ACCEPT” BOX, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ABIDE BY ALL OF THE RULES AND POLICIES SET FORTH HEREIN. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ENTER THE A/X RATE ME WEB SITE.

1. Presidio International, doing business as A/X Armani Exchange (“A/X”), owns and operates the axrateme.com site (the “Site”). Your access to and use of the Site is subject to the following terms and conditions (the “Terms”). A/X may modify these Terms at any time without notice to you by posting revised Terms on the Site. Your access to or use of the Site following the modification of these Terms shall constitute your binding acceptance of and agreement to be bound by those modified Terms.

2. You must be 18 years of age or older to register for and use the Site. By registering for the Site and obtaining a username therefor, you represent that you are at least 18 years old.

3. A/X has the right, but not the obligation, to take any of the following actions, in A/X's sole unfettered discretion, at any time, and for any reason or no reason, without providing any prior notice:

a. Restrict, suspend or terminate your access to or use of the Site;

b. Change, suspend or modify all or any part of the Site or the features thereof;

c. Refuse or remove any material posted on, submitted to or communicated through the Site by you;

d. Deactivate or delete any screen names, profiles or other information associated with you; or

e. Alter, modify, discontinue or remove any content of the Site.

4. You agree that, when using or accessing the Site or any of the features thereof, you will not:

a. Access or use the Site other than for your personal, noncommercial use;

b. Violate any applicable law or regulation;

c. Interfere with or damage the Site;

d. Transmit or introduce to the Site or to other users thereof any viruses, cancel bots, Trojan horses, flood pings, denial of service attacks, or any other harmful code or processes;

e. Infringe the rights of any third party, including but not limited to any intellectual property rights, privacy rights, publicity rights or contractual rights;

f. Transmit or post harmful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, obscene, indecent, vulgar, lewd, violent, hateful or otherwise objectionable content or material;

g. Transmit or post any unsolicited advertising, promotional materials, or spam;

h. Stalk or harass any user or visitor to the Site; or

i. Use the content or information available on the Site for any improper purpose.

5. You will select a username and password when registering to use the Site. A/X has the right, but not the obligation, to reject, change, disallow, or discontinue at any time any username that, in A/X's sole unfettered discretion, is objectionable or inappropriate for any reason. You are solely responsible for maintaining the confidentiality of your username and password. You acknowledge and agree that you shall be fully responsible for the use of and any acts undertaken or enabled by the use of your username and password.

6. PRIVACY. A/X does not sell or rent your personal information to third parties for their marketing purposes without your consent. Periodically, A/X or its affiliates may contact you via email concerning the promotion of their products or services on the Site. Notwithstanding the foregoing, you acknowledge and understand that the Site is designed to permit users to post photographs and information about themselves for public review and comment and thus you hereby waive any expectation of privacy you may have concerning any likeness or information provided to the Site by you.

7. Submitting Photos. The following terms are applicable to your submission of photos for posting on the Site:

a. You must be at least 18 to submit a photo. A/X will not knowingly permit anyone under the age of 18 to submit photos. If you are under 18 you may not submit any photos to the Site;

b. You may not submit to the Site photographs depicting anyone other than yourself;

c. By submitting any photo or information to the Site, you hereby grant to A/X and its affiliates, subsidiaries, licensees and assigns, an irrevocable, perpetual and royalty-free right to use, reproduce, edit, display, transmit, prepare derivative works of, modify, publish and otherwise make use of the submitted photo or information in any and all media, whether now known or hereinafter created, throughout the world and for any purpose. In addition to other things, the rights granted to A/X includes but is not limited to the right to resize, crop, censor, compress, edit, feature, caption, affix logos to, and to otherwise alter or make use of the submitted photo;

d. By submitting any photo or information to the Site, you hereby represent and warrant that the submitted photo or information does not and shall not infringe on any copyright or other right of any third party, and you have the right to grant any and all rights and licenses granted to A/X herein, including but not limited to all necessary rights under copyright, free and clear of any claims or encumbrances;

e. You acknowledge and agree that A/X shall have no obligation to post, display or otherwise make publicly available any photo or information submitted by you, and may, in its sole and unfettered discretion, remove, edit, modify or delete any photo or information that you submit to the Site;

f. You understand and intend that any photo or information submitted by you to the Site may be available for viewing, rating, review and comment on by the public, and understand that comments or ratings with which you disagree or are unhappy about may be published or otherwise become associated with any photo or information you submit to the Site. By submitting any photo or information to the Site, you hereby waive any privacy expectations that you may have with respect to any such photo or information submitted by you to the Site;

g. You hereby agree to hold A/X and its affiliates, subsidiaries, licensees and assigns harmless from and against, and hereby waive any right to pursue, any claims of any nature arising in connection with the inclusion in, publication via or display on the Site, or any other use authorized under these Terms, of any photo or information submitted to the Site by you;

h. Photos or information submitted by you to the Site shall be the property of A/X, and A/X shall have no obligation to preserve, return or otherwise make available to you or others any photos or information submitted to the Site by you.

8. You are solely responsible for your interactions with other users of or visitors to the Site.

a. A/X shall have the right, but not the obligation, to monitor interactions utilizing the facilities of the Site, including any email functionality thereof, between you and other users of or visitors to the Site or any third parties. You acknowledge and agree that A/X, its affiliates, subsidiaries, licensees and assigns shall not be, and you shall not seek to hold them, responsible for any harm or damage whatsoever arising in connection with your interaction with other users of or visitors to the Site.

b. A/X does not verify any information posted to or communicated via the Site by users and does not guarantee the proper use of such information by any party who may have access to the information. You acknowledge and agree that A/X does not assume, and shall not have, any responsibility for the content of email messages or other communications sent or received by users of the Site.

9. The Site contains content created by or on behalf of A/X as well as content provided by third parties.

a. A/X does not control, and makes no representations or warranties about, any third party content, including such content that may be accessible directly on the Site or through links from the Site to third party sites.

b. You acknowledge that, by viewing the Site or communications transmitted through the Site, you may be exposed to third party content that is false, offensive or otherwise objectionable to you or others, and you agree that under no circumstances shall A/X be liable in any way, under any theory, for any third party content.

c. You acknowledge and agree that the Site, and the contents thereof, is proprietary to A/X and is or may be protected by copyright, trademark, patent and other intellectual property rights and laws. You agree that you will not access or use the Site or any of the content thereof for any reason or purpose other than your personal, non-commercial use. You agree that you will not systematically retrieve data or other content from the Site by any means, and you will not compile a database or directory of information extracted from the Site.

d. You agree that you will not reproduce, distribute or make derivative works of the Site or any of the contents thereof without the express consent of A/X.

10. INDEMNIFICATION. You hereby agree to indemnify, defend and hold harmless A/X, its affiliates and licensees, and all of their officers, directors, employees, agents and representatives from and against any and all liabilities, losses, claims, damages, and expenses (including reasonable attorneys' fees) in connection with any claim arising out of your use of the Site or violation of any of these Terms.

11. Copyright Policy. A/X respects the intellectual property rights of others, and under appropriate circumstances will terminate access to the Site by and/or the username of users who infringe the copyrights of third parties. If you believe that the copyright in your work has been infringed on the Site, please provide written notice of your claim of copyright to A/X's Copyright Agent identified below and include all of the following information in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512:

a. Identify the owner of the copyright interest that allegedly has been infringed and supply an electronic or physical signature of the owner or a person authorized to act on behalf of the owner;

b. Identify the work that is claimed to have been infringed;

c. Identify the material on the Site that is claimed to be infringing and provide reasonably sufficient information to permit A/X to locate the material on the Site;

d. Provide your postal address, email address and telephone number;

e. Include a statement that the complaining party has a good faith belief the use of material that is being complained about is not authorized by the owner of the copyright interest, its agent, or the law; and

f. Include a statement made under penalty of perjury that the information contained in the above-described notice of a copyright claim is accurate and that the person sending the notice is the owner of the copyright interest that allegedly was infringed or is authorized to act on behalf of the owner.

The notice of your claim of copyright infringement should be sent to:

Jeremy Tamanini

Presidio International

55 Fifth Avenue, 16^th Floor

New York, NY 10016

917-661-3765 (Fax)

CopyrightAgent@armaniexchange.com

12. DISCLAIMER OF WARRANTY/LIMITATION OF LIABILITY.

a. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER A/X, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.

b. THE SITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMLPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

c. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT A/X SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF USERS OF THE SITE OR THIRD PARTIES, AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH SUBSCRIBER.

d. IN NO EVENT WILL A/X, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS OR LICENSORS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM, RELATING TO OR CONNECTED WITH THE USE OR INABILITY TO USE THE SITE OR ANY OTHER MATTER ARISING FROM, RELATING TO OR CONNECTED WITH THE SITE OR THESE TERMS.

13. These Terms constitute the entire agreement between A/X and you with respect to the subject matter hereof, and supersede any previous oral or written agreement between us with respect to such subject matter. These Terms shall be construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions thereof.