Last Updated: August 20, 2012
Please read these Terms & Conditions of Use (the "Agreement") carefully before using this website.
Kaya di Koko has engaged Zindigo, Inc. to administer this site and provide back-end e-commerce services under contract.
By using any of the following websites (collectively, the "ZINDIGO and Kaya di Koko WEBSITES"), you agree to be bound by this Agreement: ZINDIGO.COM, or any of the “Empowered by Zindigo” Kaya di Koko sites, any of the Zindigo or Zindigo Ambassador related websites or pages on Facebook, Google +, Twitter, Tumblr or on any other social media platform. If you do not agree to the terms and conditions of this Agreement, please do not use any of the above mentioned WEBSITES.
Zindigo, Inc., a company incorporated under the laws of the State of Delaware, U.S.A. (referred to herein as “ZINDIGO,” “the Company,” “we,” “us” and “our”), reserves the right to modify, without providing prior notice to you, this Agreement and/or related Services, in whole or in part, from time to time at our sole discretion. Any such changes will be effective immediately upon posting. You can determine when this Agreement was last revised or modified by referring to the "LAST UPDATED" legend at the top of this Agreement. You should always check this Agreement prior to using the ZINDIGO WEBSITES. Your continued use of the ZINDIGO WEBSITES and Services following the posting of changes to this Agreement will mean that you accept those changes. If the modified Agreement is not acceptable to you, your only recourse is to cease using all Zindigo WEBSITES and Services, immediately. You may contact Zindigo by email with questions about the terms and conditions of this Terms and Conditions of Use Agreement.
For purposes of this Agreement, the following terms have the following meanings:
- “Collective Content” any text, graphics, images, music, software, audio, video, information, or other materials, provided or posted on any of the Zindigo Websites.
- “Services” Zindigo, Inc (“Zindigo”) provides Services (”Services”) that enable users to engage in ecommerce from Social Agents and Brands, who create and showcase online Boutiques for displaying and selling products online and on social networking sites.
- “Brands” (“Brands” or “Brand Partners”) refers to any of the companies whose branded items are sold, represented, described, or characterized on any of the Zindigo WEBSITES.
- “Boutique” (“Store” or “Boutique”) refers to area or page of the Zindigo WEBSITES where customers may view and/or purchase items for sale, to include “Store Windows” embedded on and Agent’s page, site, or wall.
ZINDIGO'S TERMS AND CONDITIONS OF USE
These terms and conditions govern your access to and use of any Zindigo website, to include Zindigo.com, any “powered by Zindigo” site or affiliate Social Agent's Zindigo Boutique or Licensed Brand Ambassador’s Brand Partner Store.
This is an agreement ("Agreement") between you and Zindigo, Inc., a Delaware corporation whose principal place of business is located at 253 W 35th St 15th Fl, New York, N.Y., 10001. Your access and use of the website is further subject to any other written agreement between you and Zindigo, the terms of which are incorporated herein by reference and which control in the event of a conflict.
ELIGIBILITY TO USE THE WEBSITE
If you choose to provide any information or fill out any forms on the website, you agree to (i) provide true, accurate, current, and complete information; and (ii) maintain and promptly update the information you provide to Zindigo in order to keep your profile true, accurate, current, and complete. Zindigo reserves the right to use a third party/parties (for example Facebook or Twitter connect) to assist in any aspect of the registration process.
Note Regarding Zindigo Social Agent or Ambassador’s Personalized Franchised Store Sites
LIMITED LICENSE AND RESTRICTIONS ON USE
Zindigo grants you a revocable, non-exclusive, non-transferable, limited right to access and use the website for your personal use to make purchases; or to seek engagement for yourself as a Zindigo Social Agent, provided that you comply fully with this Agreement, as well as any other rules, procedures, policies, terms, or conditions that govern all or any portion of the website. At any time and for any reason Zindigo may revoke your right to use all or any portion of the website. You shall not:
- Modify, delete, copy, reproduce, repackage, publish, broadcast, license, transmit, distribute, display, perform, redeliver, frame, create derivative works from, participate in the transfer or sale of, post on the web, or exploit the website, or any portions thereof, including, without limitation, any text, images, articles, photographs, illustrations, audio, video clips, graphics, interfaces, information, data, tools, products, and other content or other materials on, generated by or obtained from the website (together, "Content"), without our express written permission;
- Violate or attempt to violate the security of the website in any way through any means or device including, without limitation, spamming, hacking, uploading computer viruses or time bombs, or the means expressly prohibited by any provision of this Agreement;
- Decompose, decompile, reverse engineer, disassemble, or otherwise deconstruct all or any portion of the website; or
- Remove any copyright, trademark, or other proprietary notice or legend contained on (or printed from) the website.
CONTRIBUTED CONTENT AND RESTRICTIONS ON POSTING
In connection with your use of this website, you may have occasion to upload or otherwise contribute ideas, comments, editorials, writings, communications, drawings, images, data, or other types of content ("Contributed Content") to the website.
You grant to Zindigo a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, and otherwise exploit any Contributed Content that you post on or through the website, and any ideas or original materials contained in such communications, in all media now known or hereafter developed. You waive all rights you may have to inspect and/or approve of any use by Zindigo of any Contributed Content. You waive all rights to any claim against Zindigo for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Contributed Content. You agree and understand that Zindigo is under no obligation to use any Contributed Content in any way whatsoever.
Contributed Content is not guaranteed by Zindigo as to accuracy, completeness, or usefulness, and Zindigo does not endorse any Contributed Content. It is the responsibility of the website users to evaluate the accuracy, completeness, or usefulness of any Contributed Content.
You agree not to upload, post, or otherwise make available on the website, whether Contributed Content or otherwise:
- Any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right. You agree and acknowledge that you have the burden of determining whether any material is or is not protected by copyright;
- Any material that is discriminatory, sexually explicit, racist, obscene, libelous, defamatory, threatening, harassing, abusive, hateful, or otherwise injurious to third parties (such as any content that would violate the privacy or publicity rights of others);
- Any material that would mislead as to the origin of your Contributed Content, such as by impersonating any person or entity, living or dead;
- False, inaccurate, or misleading information, opinions, or notices (commercial or otherwise) or chain letters;
- Advertisements or solicitations of business; or
- Trade secrets (unless you own them or have the owner's permission to post them).
By submitting Contributed Content, you warrant that the owner of such Contributed Content has expressly granted to Zindigo a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, and otherwise exploit such Contributed Content and any ideas or original materials contained in such communications, in all media now known or hereafter developed. You also permit any other user of the website to access, view, store, or reproduce the Contributed Content for that user's personal use.
Zindigo has the right, at its sole discretion, to edit, refuse to post, or remove any Contributed Content submitted to or posted on the Zindigo Websites including, but not limited to, content that is unlawful, threatening, libelous, defamatory, obscene, pornographic, graphic, or otherwise objectionable.
PASSWORD AND USER IDS
To access some, if not all, Zindigo Websites, you will be required to register via an "Access Method" and may be prompted to enter a user ID and password, and/or to connect with Facebook or Twitter. You may be supplied with other methods required to access Zindigo Websites and/or your account, such as an activation code. You are solely responsible for the confidentiality and security of your Access Methods. You are responsible for all activities that occur under your Access Methods and/or account and may not share your login details with others. Zindigo is not obligated to inquire as to the authority or propriety of any use of, or action taken under, your Access Methods and/or account, or any other security breaches you become aware of. You must immediately notify Zindigo of any actual or suspected loss, theft, or unauthorized use of your Access Methods. Zindigo will not be responsible for any loss to you that arises from any use of your account or your Access Methods or from your failure to comply with these provisions.
OWNERSHIP; INTELLECTUAL PROPERTY POLICY; INFRINGEMENT NOTICE
Zindigo owns, controls, licenses, or has the right to use and provide the website and all Content on the website. The website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. Zindigo owns the copyright in the entire website, including, a copyright in the selection, coordination, arrangement, and enhancement of the website. You agree to abide by any and all copyright notices, information, or restrictions displayed on the website.
The website may also contain trademarks, service marks, brand names, certification marks, collective marks, D/B/As, Internet domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names, and other indicia of origins (collectively, "Marks") that are owned by Zindigo or by its Brand Partners, and you may not use any such marks without Zindigo's or the Brands' written permission. You shall not purchase search engine keywords that use any Zindigo Marks or Marks of any Brands, or any derivations thereof.
Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Zindigo designates the agent described below to receive notifications of claimed copyright infringement by mail:
The designated copyright agent can also be reached by telephone at 877-212-8450 and by email
Please include the following in your notice:
- The physical or electronic signature of the owner or someone authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- A description or identification of the copyrighted work you claim has been infringed;
- A description of the material that is claimed to be infringing, and information reasonably sufficient to allow us to find it;
- Your address, telephone number, and e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement, under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on behalf of the owner.
Repeated violations of others' copyrights may result in a loss of privileges.
HOW TO ORDER MERCHANDISE THROUGH THE SITE
After placing an order, you will receive an email from Zindgo acknowledging that Zindigo has received your order (generally, "Order Confirmation"). Zindigo is not obliged to supply any other products, which may have been part of your order in a separate Order Confirmation. Zindigo reserves the right to cancel your order at any time where there has been an obvious error in price or where the product is no longer in a Brand's or its third-party fulfillment provider's inventory.
PRICES AND AVAILABILITY OF PRODUCTS
Prices and availability of products on the website are subject to change without notice. Errors will be corrected when discovered. The website contains a large number of products and it is always possible that, despite Zindigo's best efforts, some of the products listed on the website may be incorrectly priced. If a product's actual price is higher than the price stated on the website, Zindigo will normally, at Zindigo's discretion, either contact you for instructions before completing the order and delivering the product, or it will reject your order and notify you of such rejection. Zindigo is under no obligation to provide the product to you at the incorrect (lower) price, even if Zindigo has sent you an Order Confirmation or a Shipping Confirmation, if the pricing error is obvious and unmistakable and could have reasonably been recognized by you as a pricing error.
On occasion, you may be able to place a product in your shopping cart and submit your order for processing, but your order is subsequently cancelled due to unavailability of product. You acknowledge that products may sell quickly and there may be a short period of time after an order has been submitted, but where the product is no longer available. Under such circumstances, you agree that Zindigo may cancel your order after you have received an Order Confirmation without penalty.
On very rare occasions, you may receive a Shipping Confirmation from Zindigo, but the product is no longer available in the Brand Partner's inventory. You agree that Zindigo may rescind Zindigo acceptance and cancel your order without penalty if the Brand Partner is unable to ship the product you ordered due to unavailability.
Upon receipt of the Shipping Confirmation from Zindigo, shipping or fulfillment of all orders placed on the website shall be solely governed by Zindigo's shipping terms. The term shipping or ship includes the commencement of shipping items in an order for multiple purchases or where the item purchased consists of components that must be shipped separately. For example, your order may consist of (i) several different items; (ii) a quantity of the same items; or (iii) a single item with several component parts the size of which might require them to be shipped in separate packages. In all such orders, the Brand Partners will endeavor to ship out individual packages together so that they arrive at the same time; however, when that is not possible, Brand Partners commence shipping by shipping individual packages in the order the soonest they are available and conditions permit. In these instances, any notification to you that your order has shipped marks the time when shipping of an individual item has commenced; it does not mean that all items in the order or from all Brand Partners have shipped at that time. All packages sent have a separate tracking number and may be followed on the Order Status page. You agree that your credit card or debit card may be charged on the date of inventory reservation for the order placed with Zindigo, not necessarily upon shipping of the order.
Zindigo and their Brand Partners reserve the right to prevent purchases and not conduct transactions with customers in certain countries. Furthermore, Agents’ option to offer free shipping to their customers DOES NOT APPLY to international shipments. In the event that you, as a customer, require International Shipping, you are solely responsible for any customs, duties, or any other taxes or fees associated with International Shipping, and neither Zindigo nor Brand Partners will have any responsibility for paying any such taxes or fees.
Return shipping is FREE within the United States unless otherwise stated so. Returned merchandise must be sent to the manufacturer within 14 days from the date you received it. Merchandise must be unused and in the same condition as it was shipped. Merchandise that has been worn, used, altered, or damaged will not be accepted. A refund will be issued for 100% of the purchase price, ONLY. Any other expense incurred by you to receive the merchandise, to include shipping, insurance, customs duty or any other related fees will not be reimbursed. Merchandise must be returned in accordance with the instructions for return included with shipped merchandise. Any costs incurred with returns shipped by alternate means will not be reimbursed. On international orders, refunds will not include any customs or import duties, brokerage fees, or taxes paid on shipments.
RISK OF LOSS
All items purchased via the website are made pursuant to Zindigo's terms of purchase contained in the Shipping Confirmation. Accordingly, the risk of loss and title for items purchased pass to you upon tender of the item by Zindigo to the carrier, or as otherwise provided in the Shipping Confirmation.
ALLOCATION OF LIABILITY
You acknowledge and agree that Zindigo is offering the opportunity to provide items for sale via this website for the benefit of the various Brand Partners, as agent for such Brand Partners, and that this Agreement governs only access to and use of the website and the relationship between Zindigo and you, and any orders placed with Brand Partners will be governed by such applicable agreements as may exist between Zindigo and you. Accordingly, with respect to satisfaction of obligations and liabilities arising under or pursuant to orders placed with Zindigo, you shall only have recourse with Zindigo and shall not have recourse, whether by setoff or otherwise, in respect of such obligations or liabilities to or against the Brand Partners. For the avoidance of any doubt, you acknowledge that once you receive Shipping Confirmation from Zindigo, a contract has been formed between you and Zindigo alone; the Brand Partners shall not be a party to such contract, and the Brand Partners shall have no liability with respect to any contract formed between you and Zindigo. Your sole recourse shall remain with Zindigo.
Zindigo is not responsible for information on any third-party website that is referred in, or accessible or connected by hyperlink to, the website. If you access any third-party website through this website or otherwise, you do so at your own risk. Hyperlinks to or from this website do not constitute third-party endorsement of, sponsorship by, or affiliation with Zindigo.
UNAVAILABILITY OF THE WEBSITE
Zindigo is not liable for any technological problems regarding the website and any impact that it may have. All or any portion of the website may not be available and may not function properly at any time. Zindigo makes reasonable efforts to avoid technological problems, but at any time the website may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. Zindigo takes reasonable efforts to ensure that the website is secure, but Zindigo does not guarantee the security of the website. Zindigo is not liable for any defects, delays, or errors in or resulting from your use of the website.
ZINDIGO DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE WEBSITE THAT THE LAW ALLOWS IT TO DISCLAIM. THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS. WITHOUT LIMITING OUR GENERAL DISCLAIMER, ZINDIGO DOES NOT WARRANT THE SECURITY, AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE WEBSITE OR ANY PART OF THE CONTENT.
LIABILITY AND INDEMNITY
ZINDIGO'S LIABILITY WITH RESPECT TO THE WEBSITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT WILL ZINDIGO OR ANY OF OUR AFFILIATES, BRAND PARTNERS, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ARISING OUT OF THIS AGREEMENT, THE WEBSITE, OR THE INABILITY TO USE THE WEBSITE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, EVEN IF ZINDIGO, OR AN AUTHORIZED REPRESENTATIVE, HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU WILL BE RESPONSIBLE FOR ANY LIABILITY TO ZINDIGO THAT ARISES OUT OF YOUR BREACH OF THIS AGREEMENT OR YOUR USE OF THE WEBSITE. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ZINDIGO AND ITS AFFILIATES, BRAND PARTNERS, AGENTS, EMPLOYEES, AND THIRD-PARTY SOURCES AGAINST ANY AND ALL SUITS, LOSSES, CLAIMS, DEMANDS, LIABILITIES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) THAT ARISE FROM OR RELATE TO: YOUR USE OF THE WEBSITE, YOUR BREACH OF THIS AGREEMENT, YOUR VIOLATION OF ANY APPLICABLE LAW, STATUTE, ORDINANCE, REGULATION, OR OF ANY THIRD-PARTY'S RIGHTS, CLAIMS ASSERTED BY OR BETWEEN YOU AND ANY BRAND PARTNER OR PARTNERS, OR CLAIMS ASSERTED BY THIRD PARTIES WHICH, IF PROVEN, WOULD PLACE YOU IN BREACH OF THIS AGREEMENT.
This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws' provisions. The sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be an appropriate State or Federal court located in the State of Delaware and you hereby irrevocably consent to the jurisdiction of such courts.
If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this Agreement shall remain in full force and effect.
Zindigo may assign this Agreement in whole or in part at any time without your consent. You may not assign this Agreement or delegate any of your obligations under this Agreement. Any purported assignment of this Agreement in violation of its terms is void.
Zindigo shall not be deemed to be in breach of this Agreement and shall have no liability hereunder if its obligations are delayed or prevented by any reason of any act of God, war, fire, floods, earthquakes, natural disaster, accident, riots, acts of government, civil disturbance, terrorist act, shortage of materials or supplies, failure of any transportation or communication system, non-performance of any of your third-party providers (including, without limitation, the failure or performance of internet service providers) or any cause beyond its reasonable control.
YOUR CONSENT FOR NOTICES
You agree that Zindigo has the right to send you certain information in connection with the website. Zindigo may send you this and any other information in electronic form to the e-mail address you specified when you created an account through the website. You may have the right to withdraw this consent under applicable law, but if you do, Zindigo may cancel your rights to the website. Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. As long as you access and use the website, you agree that you will have, or have access to, the necessary software and hardware to receive such notices. If you do not consent to receive any notices electronically, you agree to stop using or accessing the website. To unsubscribe from Zindigo notices you agree you are no longer an active Agent and have requested to unsubscribe via the standard “Unsubscribe” option posted in our mailings.
AVAILABILITY OUTSIDE OF THE UNITED STATES
The Content or the Contributed Content may not be available for use outside of the United States. Zindigo makes no representation that any Content or any Contributed Content is appropriate or available for use outside the United States, its territories, possessions, and protectorates. If you choose to access the website from other locations, you do so on your own initiative and at your own risk. You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country you reside in.