Terms of Use

The following describes the Terms of Use for Motherhood Closet - Maternity Consignment services.

Introduction & Scope
Welcome to Motherhood Closet -Maternity Consignment’s website. By using or participating in the Motherhood Closet - Maternity Consignment's website or any of its services, products, tools, or clothing exchange program (collectively, the “Motherhood Closet - Maternity Consignment Site”, “Website” or “Services”) you agree to the following Terms of Use (the “Terms of Use” or “Agreement”) with Motherhood Closet - Maternity Consignment, a Pennsylvania Corporation. Motherhood Closet - Maternity Consignment may be referred to in these Terms of Use as "we" "MCMC", "MotherhoodCloset.com" or "Motherhood Closet - Maternity Consignment".

This Agreement is effective on December 1, 2012 for current members, and upon acceptance for new members. A "Member" is any person who registers with a valid email address at MCMC or any of its affiliated service sites. Before you may become a member of MCMC, you must read and accept all of the terms of this Agreement and our Privacy Policy.

By accessing the Motherhood Closet - Maternity Consignment Website, you are agreeing to the Terms of Use. If you do not agree to these Terms of Use, you must exit the Website, as you ARE NOT AUTHORIZED TO use this Website.

You should check this page regularly to take notice of any changes we may have made to the Terms of Use. Your continued use of the website and/or the services following the posting of revised Terms of Use means that you accept and agree to the changes. 

Access to the MCMC Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the services without notice. We will not be liable to you if for any reason this Website and/or the Services are unavailable at any time or for any period of time. From time to time, we may restrict access to some parts or all of this Website.

Registration
If you register as a Member, you represent and warrant to MCMC that: (i) you have the capacity to form a binding contract; (ii) you will provide MCMC with accurate, current and complete registration information.

When you create an account, you will create, or be issued with, a username and password. You shall be responsible for all use of the MCMC Site by means of usernames and passwords issued to you. It is your responsibility to safeguard your usernames and passwords and keep them confidential, and to avoid use of usernames and passwords on public computers or in any manner that would allow a third party to access your account. Your use of your username and password authenticates your identity as Member, and MCMC is entitled to act on transaction instructions received when your username and password is used, regardless of whether their use is authorized by you.

Usage of MotherhoodCloset.com
While using the MCMC Website, you agree that you will not:

• use the MCMC Website, if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using the MCMC Website;
• under any circumstances, create more than one account per household;
• seek compensation for items you explicitly send to MCMC that are not accepted per MCMC's "What To Send Us" page.
• circumvent or manipulate the fee structure, the billing process, or fees owed to MCMC;
• post false, inaccurate, misleading, defamatory, or libelous content, including personal information;
• distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
• distribute viruses or any other technologies that may harm MCMC, or the interests or property of MCMC members;
• copy, modify or distribute any content or materials from the MCMC Websites, any MCMC services or tools, or any of MCMC's trademarks;
• harvest or otherwise collect any information about members, including email addresses, mailing addresses, or member preferences without their or our consent; or
• hack, modify, circumvent or otherwise attempt to access portions of data contained within the MCMC Website that are not explicitly presented to you.

Fees and Services
There is no fee to join MCMC.

Access and Interference
The information and Website Content on the MCMC Website is updated on a real-time basis and is proprietary to MCMC or is licensed to MCMC by our members or third parties. You agree that you will not use any robot, spider, scraper or other automated or manual means to access the MCMC Website for any purpose without our express written permission by letter or email executed by an authorized officer of MCMC.

Additionally, you agree that you will not:

• take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
• copy, reproduce, modify, create derivative works from, distribute, or publicly display any Website Content or Member Content (except for your own Member Content) from the MCMC Website without the prior express written permission of MCMC, by letter executed by an authorized officer of MCMC, and the appropriate third party, as applicable;
• interfere or attempt to interfere with the proper working of the MCMC Website, or any activities conducted on or with the MCMC Website; or
• bypass other measures we may use to prevent or restrict access to the site, services or tools.

Ownership of Materials on the Motherhood Closet - Maternity Consignment Website
All the text, design and functions; layout, technology, software, scripts, data, graphics, photos, images, marks, sounds, music, videos, audiovisual combinations, interactive features, functionality, files, documents, logos, compilations (meaning the collection, arrangement and assembly of information) and other content of the MCMC Website, excluding any Member Content (as defined below) (collectively, the “Website Content”) but is not limited to are proprietary to us or to third parties. All software used on the MCMC Site is proprietary to MCMC or to third parties, and any use, redistribution, sale, reverse engineering, disassembly, translation or other reduction of such software to human-readable form is prohibited.

The service marks “Motherhood Closet - Maternity Consignment” and the Motherhood Closet - Maternity Consignment logo, slogans and taglines are registered or unregistered trademarks of Motherhood Closet - Maternity Consignment, and they may not be used in connection with any service or products other than those provided by MCMC, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits MCMC. Any use of such marks, or any others displayed on the MCMC Website, will inure solely to the benefit of their respective owners. Other trademarks or service marks used on this MCMC Website are the property of their respective owners and may not be used without permission.

Member Content
In these Terms of Use, "Member Content" means any photographs, images, text, drawings, pictures, questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, provided by you to MCMC, whether in the form of e-mail or submissions to MCMC, or postings on this Website, or testimonials about MCMC. When you submit Member Content to us, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, right, under all copyright, trademark, patent, trade secret, publicity, privacy and other proprietary or intellectual property rights in the Member Content, to use, copy, modify, make derivative works, publish, broadcast, display and distribute the Member Content in any media known now or in the future. You represent and warrant that you have all right, title and interest in and to such copyright, trademark, publicity and database rights as are necessary to grant the above rights to us. Do not use this Site as a means of submitting information you consider to be proprietary. Except for personal information, which is dealt with in accordance with our Privacy Policy, or communications directly between you and another Member, any submission of Member Content by you will be considered a contribution to MCMC for further use in its sole discretion, regardless of any proprietary claims or reservation of rights noted in the submission. Without limiting the foregoing, MCMC will be entitled to unrestricted use and other exploitation of the Member Content for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Member Content. You agree that any Member Content is non-confidential (but subject to MCMC's Privacy Policy).

Electronic Means
You and MCMC desire to facilitate certain transactions pursuant to this Agreement by exchanging documents, records and signatures electronically or by utilizing electronic agents. The use of electronic facilities or agents shall be in accordance with procedures established by MCMC and governed by the applicable provisions of the Uniform Electronic Transactions Act as adopted in the Commonwealth of Pennsylvania.

Privacy
We collect, store, and use your personally identifying information only as described in the MCMC Privacy Policy, which forms part of and is subject to this Agreement. Please read the Privacy Policy. If you do not agree with our collection, storage and use of such information as described in the Privacy Policy, do not use the MCMC Website.

Termination
Without limiting any other remedies, we may limit, suspend or terminate any member's access to or ability to use the MCMC Website and its content, if we determine in our sole discretion that such member is or may be violating these Terms of Use, or acting inconsistently with the letter or spirit of our policies, or is otherwise creating a negative member experience for MCMC members. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue any part of or all of the MCMC Website. We reserve the right to take any technical or legal steps to prevent misuse of the MCMC Site, and to delay or remove hosted content for any reason. You acknowledge and agree that termination of access to the Website may be effected without notice, and acknowledge and agree that we may immediately deactivate your account and delete your Content.

Limitation of Liability and Disclaimer
Without limitation of the foregoing, MCMC makes no representations or warranties of any kind regarding the MCMC Website, the Website Content or the Member Content. The MCMC Website, Website Content and Member Content are provided in “AS IS” condition, and MCMC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE MCMC WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (iii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES OR WEBSITE, AND (iv) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE WEBSITE

REGARDLESS OF THE PREVIOUS PARAGRAPH, IF WE ARE FOUND BY A COURT OF COMPETENT JURISDICTION, OR BY AN ARBITRATOR MUTUALLY AGREED UPON BY THE PARTIES, TO BE LIABLE FOR ANY OTHER MEMBER'S CONTENT, ACTIONS OR INACTIONS, OR ITEMS THAT THEY SEND THROUGH THE SERVICE, OR FOR ANY OTHER MATTER OR THING IN CONNECTION WITH THE MCMC WEBSITE, OUR LIABILITY TO YOU SHALL BE LIMITED TO THE GREATER OF (A) THE TOTAL FEES YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE FIRST INSTANCE OF THE EVENT OR ACTION GIVING RISE TO THE LIABILITY, AND (B) $100. THIS IS YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY SUCH LIABILITY BY MCMC.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM MCMC ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE WEBSITE, SITE CONTENT OR MEMBER CONTENT, EVEN IF MCMC HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

Release
If you have a dispute with MCMC, you release us (and our officers, directors, employees, agents, subsidiaries, joint ventures and each of their officers, directors, employees, and agents) from and against any and all claims, demands, causes of action, liabilities, losses and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes and/or the use of the MCMC Website.

Error
The information on the Website may contain typographical errors, pricing errors, and other errors or inaccuracies. We will use reasonable efforts to correct errors or inaccuracies as soon as practicable. In the event that a product is listed at an incorrect price due to a typographical error, we have the right to refuse or cancel any order placed for such product at the incorrect price even if such order has been confirmed and your credit card has been charged for such purchase, in which case we will issue a credit to your credit card account in the amount of the incorrect price charged. Further, we reserve the right at any time to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, or omission; and (iii) make changes to content, promotions, product descriptions, or other information without obligation to issue any notice of such changes (including after an order has been submitted, acknowledged, shipped, or received, except as prohibited by law). We also reserve the right to revise, suspend, or terminate a promotion at any time without notice (including after an order has been submitted and/or acknowledged). The inclusion of any products for sale or for borrowing on the Website at a particular time does not guarantee that the products will be available. If a product sold or borrowed is not as described, your sole remedy is to return the product subject to the terms and conditions set forth in our Return Policy.

Retail Pricing
The retail price listed on MCMC is a guide as to the Manufacturer’s Suggested Retail Price (MSRP) of the items on consignment. MCMC does its best to estimate the MSRP of the items; therefore same is not and will not be accurate. 

Linked Content
We may provide, or third parties may provide, links from our Website to other World Wide Websites, which are not operated by MCMC (the "Linked Websites"). MCMC has no control over the Linked Websites and accepts no responsibility for them or for any loss or damage that may arise from your use of them. MCMC is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content, advertising, products, software, or other material of such Linked Websites. The inclusion of such a link does not imply endorsement of any Linked Websites by MCMC or any association with the operators of the Linked Websites. Your use of the Linked Websites will be subject to the terms of use and service contained within each such Linked Website.

No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Digital Millennium Copyright Act
MCMC complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended).

If you have any complaints or objections to material posted on the MCMC Website you may contact us at support@motherhoodcloset.com.

Any notice alleging that materials on MCMC Website infringe intellectual property rights must include the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the MCMC Website;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good-faith belief that the use of the materials on the MCMC Website of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter Notices
If material that you have posted to the MCMC Website has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following:
(a) a physical or electronic signature of the subscriber;
(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which MCMC may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.

Indemnity
You agree to indemnify, hold harmless, and defend MCMC and its licensors, suppliers, officers, directors, employees, agents, subsidiaries, successors and assigns (collectively "Indemnified Parties") from and against any and all liability, loss, claim, damages, expense, or cost (including but not limited to attorneys' fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to your use of the Website, the Services or any of the Content available on or through MCMC, or any breach or violation of these Terms of Use by you. You agree to fully cooperate on or through MCMC, or any breach or violation of these Terms of Use by you. You agree to fully cooperate as reasonably required by an Indemnified Party(ies). Each Indemnified Party, may at its own expense, assume the exclusive defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter without the consent of the applicable Indemnified Party.

Resolution of Disputes
If a dispute arises between you and MCMC, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. Accordingly, you and MCMC agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly at support@motherhoodcloset.com to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law provisions. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or your use of the Website shall be filed only in the state or federal courts located in Nassau County, New York, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

All claims you bring against MCMC must be resolved in accordance with Compulsory Arbitration Program. All claims filed or brought contrary to the Compulsory Arbitration Program shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, MCMC may recover attorneys' fees and costs up to $1000, provided that MCMC has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Notices
Except as explicitly stated otherwise, contact Support@MotherhoodCloset.com for the address to serve legal notice. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given seven days after the date of mailing as evidenced by the earliest postmark on the envelope. 

Amendments
We may amend this Agreement at any time by posting the amended terms on this site. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. If you do not agree with the amended terms, you should cancel your membership before the end of the 30 day notice period. If you continue your membership after the end of the 30 day notice period, you will be deemed to have accepted the revised terms. 

Severability and Integration
This Agreement sets forth the entire understanding and agreement between you and MCMC with respect to your use of the Website and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and MCMC with respect to your use of the Website.

If any provision of these Terms of Use are held to be invalid or unenforceable, such provision shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties; and the remaining portions shall remain in full force and effect.

The failure of either party to enforce strict performance by the other party of any provision of the Terms of Use or to exercise any right under the Terms of Use will not be construed as a waiver of any right to assert or rely upon any such provision or right. MCMC may assign its rights and obligations under these Terms of Use without your consent. We may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail or postings on the Site.