Thank you for shopping at Rue La La. This site (the "Site") is operated by Rue La La, a division of Retail Convergence.com, LP ("Rue La La" or "we", "us", "our" and similar references). BY ACCESSING OR USING THIS SITE, YOU INDICATE YOUR UNCONDITIONAL ACCEPTANCE OF THESE TERMS OF USE (THE "TERMS OF USE"). WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO UPDATE OR REVISE THESE TERMS OF USE. YOUR CONTINUED USE OF THE SITE FOLLOWING THE POSTING OF ANY CHANGES TO THE TERMS OF USE CONSTITUTES ACCEPTANCE OF THOSE CHANGES.

1. Use of the Site. You may use the Site only in accordance with and subject to these Terms of Use and the Site's Privacy Policy (the "Privacy Policy") (available at http://www.ruelala.com/common/privacy). Once you complete and submit your registration, you have opted in to receive email communication from us. You may not use the Site for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Rue La La or others. Notwithstanding any other rights or restrictions in these Terms of Use, you may not use this Site to: (a) transmit via or through the Site any information, data, text, images, files, links, or software except in connection with your authorized use of this Site or otherwise in response to specific requests for information by us; (b) introduce to the Site or any other computer or web site viruses, worms, Trojan horses and/or harmful code; (c) obtain unauthorized access to any computer system; (d) impersonate any other person, including but not limited to, a registered user of this Site or an employee of Rue La La; (e) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; (f) misrepresent the identity of a user or use a false e-mail address; (g) tamper with or obtain access to this Site or any component of this Site; (h) conduct fraudulent activities; or (i) collect or harvest information regarding other users of the Site for any reason whatsoever, including, without limitation, for sending such users unsolicited commercial e-mail.

You are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify us in the event of any unauthorized use of your account or other breach of security.

2. Membership Eligibility. The Site is available to members who are 18 years and older, who have properly registered and who have not been suspended or removed by Rue La La for any reason (a "Member"). By becoming a Member you represent that you are of legal age. Membership is available only by a valid invitation to users who have completed the information required by the Site's registration form. If you do not qualify, you may not use the Site. As a Member, you agree to provide true, accurate, current and complete information about yourself as prompted by the Site's registration form. Membership is void where prohibited by law.

3. Additional Terms and Conditions. Additional terms and conditions may apply to specific portions of or products on the Site or your membership, which terms are made part of these Terms of Use by reference. You agree to abide by such other terms and conditions. If there is a conflict between these Terms of Use and the terms posted or emailed for, or applicable to, a specific portion of or products on the Site or your membership, the latter terms shall control with respect to your use of that portion of the Site, the products or your membership.

The following terms and conditions apply to the applicable features on the Site:

(a) Membership Rewards. On shipment of each Qualifying Order (defined below) your account will be credited with a reward of ten dollars ($10.00 USD) or such other amount as may be posted from time to time (the "Reward"). A "Qualifying Order" means the first order for merchandise on the Site placed by an individual whom you sponsored or to whom you sent an email invitation to join the Site. Rewards may be redeemed only for the purchase of merchandise on the Site and may not be used for the purchase of gift cards or services. Rewards are not transferable and may not be combined with Rewards belonging to others. At no time may you purchase, sell or barter any Rewards. Rewards have no cash value. They are promotional in nature and are issued without any exchange of money or value from you. As such, Rewards do not constitute property and you do not have a vested property right or interest in the Rewards. We will notify you when any Rewards are posted to your account. At our option, Rewards may expire eighteen months after the date of issuance. We reserve the right at any time in our discretion, and without prior notice, to discontinue the Rewards program or to add or change Rewards program rules, terms or conditions, including changing expiration periods or Rewards values for existing or future Rewards credits.

(b) Return Credits. Returned items are refunded at the original purchase price, plus applicable sales tax, in the form of a merchandise credit (a "Merchandise Credit"), and, if applicable, the return shipping charges will be deducted from the amount of the Merchandise Credit. Merchandise Credits may be redeemed only for the purchase of merchandise on the Site and may not be used for the purchase of gift cards or services. Merchandise Credits are not transferable and may not be combined with Merchandise Credits belonging to others. At no time may you purchase, sell or barter any Merchandise Credits. Merchandise Credits are not redeemable for cash, unless required by law. The obligations represented by outstanding Merchandise Credits may at any time be assigned to and assumed by any affiliate of, or successor to, the present or any future owner of the Rue La La website, or any third party under contract with such present or future owner. You, as a Member, expressly consent to and authorize any such future assignment and assumption of outstanding Merchandise Credit obligations, and you agree to look solely to such assignee in the event of any such transfer.

(c) Credit Balances. Any credit balance (including a Reward balance and/or Merchandise Credit) will be automatically applied to your next purchase of merchandise from the Site and the order of redemption of such credits will be determined by Rue La La. To the extent your credits exceed the amount of your total purchase, the excess credit balance will remain in your account to be applied to your next purchase, subject to the foregoing terms and conditions. If your account and/or membership is terminated for any reason, any credit balances in your account may be cancelled, except as prohibited by law. Account balances are determined by Rue La La and such determination is final.

(d) Text Messages. If you provided us with your mobile phone number, you must have a text messaging-enabled mobile device with a text messaging plan in order to receive text messages from us. This service is free from Rue La La but charges from your carrier for usage may apply and you are responsible for all such charges.

(e) Site-Provided Email and Postings. The Site may provide members with the ability to send email messages to others and to post messages on the Site. Rue La La has the right but not the obligation to monitor and decline, edit or remove all or any portion of any postings, submissions or content. You agree not to use the Site to post content or other communications that contain (i) political, libelous or otherwise unlawful, abusive or obscene material; (ii) advertisements of any kind; (iii) personal information (such as social security numbers, addresses, phone numbers, etc.); (iv) confidential information of Rue La La, its parent, subsidiaries or affiliates; (v) any chain letters, pyramid schemes, spam, contests or promotional material; (vi) messages that offer unauthorized downloads of any copyrighted or private information; and (vii) information similar or related to the foregoing. You further agree not to send email invitations to join the Site to people who do not know you or who are unlikely to recognize you as a known contact.

4. Accuracy of Content; Limitations on Quantity. The information on this Site is believed to be complete and reliable; however, the information may contain typographical errors, pricing errors, and other errors or inaccuracies. We will use reasonable efforts to correct errors as soon as practicable. We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies or omission; and (iii) make changes to prices, content, promotion offers, product descriptions or specifications, 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 limit quantities (including after an order has been submitted and/or acknowledged) and to revise, suspend or terminate an event, promotion or boutique at any time without notice (including after an order has been submitted and/or acknowledged). The inclusion of any products or services on this Site at a particular time does not guarantee that the products or services will be available. If a product offered by us is not as described, your sole remedy is to return it subject to the terms of our return policy.

5. Proprietary Rights. You acknowledge and agree that the content, software, materials and other components (including but not limited to our logos, graphics, videos, music, button icons and page headers) available on the Site are the property of Retail Convergence.com, LP and/or its affiliates, subsidiaries or licensors and are protected by copyrights, trademarks, service marks or other proprietary rights and laws. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from content or materials on the Site. Reference to any products, services or other information by trade name, trademark, manufacturer or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof or any affiliation therewith by Retail Convergence.com, LP or Rue La La. All trademarks not owned by Rue La La that appear on the Site are the property of their respective owners. Use of the content and materials for any purpose not expressly permitted in these Terms of Use is prohibited. Rue La La relies upon a network of independent vendors who supply some of the goods advertised on the Site and, in some cases, drop ship them directly to you. We are not liable for any infringement of copyrights, trademarks, trade dress or other proprietary or intellectual property rights arising out of content posted on or transmitted through the Site, or items advertised on the Site, by our vendors.

6. Suggestions. Any comments, questions, feedback, ideas, suggestions or other communications or information about or relating to the Site submitted by you to or through Rue La La, such as, without limitation, the operation of, improvement to, use of or new functions for the Site (collectively, "Submissions") shall be and remain the exclusive property of Rue La La with no further compensation to you. As such, we will own exclusively all such rights, titles and interests in such Submissions and shall not be limited in any way in the use, commercial or otherwise, of any Submissions. UNDER NO CIRCUMSTANCE SHALL ANY DISCLOSURE OF ANY SUBMISSION TO RUE LA LA BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION OR ATTRIBUTION. BY SUBMITTING ANY SUBMISSION TO OR THROUGH RUE LA LA, YOU ARE WAIVING AND RELINQUISHING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE SUBMISSION AND YOU REPRESENT AND WARRANT THAT ANY SUBMISSIONS BY YOU WILL NOT VIOLATE ANY RIGHT OF ANY THIRD PARTY, INCLUDING COPYRIGHT, TRADEMARK, PRIVACY OR OTHER PERSONAL OR PROPRIETARY RIGHTS. YOU REPRESENT AND WARRANT THAT NO SUBMISSION BY YOU WILL BE OR CONTAIN LIBELOUS OR OTHERWISE UNLAWFUL, ABUSIVE OR OBSCENE MATERIAL. YOU ARE AND SHALL REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF ANY SUBMISSIONS YOU MAKE. YOU REPRESENT AND WARRANT TO RUE LA LA THAT RUE LA LA IS FREE TO IMPLEMENT THE SUBMISSION IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY RUE LA LA, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY AND WITHOUT ANY COMPENSATION TO YOU.

7. Links to Third-Party Web Sites; No Implied Endorsements. This Site may contain links to other web sites on the Internet. You acknowledge that we have no control over such web sites and that we are not responsible for the accuracy, content, legality or any other aspect of any linked web site. In no event shall any reference to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.

8. Indemnification. By using this Site, you agree to indemnify, hold harmless and defend Rue La La, Retail Convergence.com LP, its parent, subsidiaries, divisions and affiliates, and their respective officers, directors, employees, successors, agents, subsidiaries, partners, contractors, vendors, manufacturers, distributors, representatives and affiliates (collectively, the "RLL Indemnitees") from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim (including without limitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (i) your use or misuse of the Site; (ii) a dispute with a member; (iii) your breach of the Terms of Use; or (iv) your violation of any law or the rights of a third party. You agree to cooperate as fully as reasonably required in the defense of any claim. Rue La La reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you for which you will remain responsible for indemnifying and holding harmless the RLL Indemnitees.

9. Disclaimers. Rue La La is not and shall not be at any time responsible or liable for any loss or damage of any kind, including personal injury or death, (whether in tort, contract or strict liability) arising out of or related to any content submitted or posted by you or any third party, or to any act or omission by Members of the Site, by Rue La La or by any third party or by any of the equipment or programming associated with or utilized by the Site. Any content submitted by our vendors does not necessarily reflect the opinions or policies of Rue La La.

Rue La La is not responsible for any problems or technical malfunction of any telephone or cable network or lines, computer systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on the Site, including any injury or damage to member's or to any person's computer related to or resulting from participation on or through the Site.

THE SITE, ITS CONTENT AND ALL TEXT, IMAGES, MERCHANDISE AND OTHER INFORMATION ON, ACCESSIBLE FROM OR AVAILABLE THROUGH THIS SITE ARE PROVIDED ON AN "AS AVAILABLE" AND "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, RUE LA LA DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THIS SITE IS FREE OF ERRORS; (ii) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS

10. Limitation of Liability. IN NO EVENT SHALL RUE LA LA, RETAIL CONVERGENCE.COM, LP, ITS PARENT, SUBSIDIARIES, DIVISIONS OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE BE LIABLE TO ANY USER OF THE SITE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE SITE OR ANY INFORMATION CONTAINED THEREON OR STORED OR MAINTAINED BY RUE LA LA, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF RUE LA LA HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE TOTAL LIABILITY OF RUE LA LA, ITS PARENT, SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS SITE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO RUE LA LA IN CONNECTION WITH THE APPLICABLE EVENT, PROMOTION OR BOUTIQUE GIVING RISE TO SUCH LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL RUE LA LA, ITS PARENT, SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF RUE LA LA.

You hereby acknowledge that the preceding paragraph shall apply to all content, merchandise and services available through the Site. Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages, in such states some or all of the above disclaimers or exclusions may not apply and liability will be limited to the fullest extent permitted by applicable law.

11. International Use. We make no representation that information on this Site is appropriate or available for use outside the United States. Those who choose to access this Site from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

12. Risk of Loss. The items purchased from our Site are shipped by a third party carrier pursuant to a shipment contract. As a result, risk of loss and title for such items pass to you upon our delivery to the carrier.

13. Rue La La Affiliates. Rue La La is not affiliated with web sites or third parties that sell or advertise our products without a written agreement with us. Rue La La reserves the right to void all service, return, and other policies for orders and Rue La La products that were purchased through unauthorized sellers. Rue La La is not responsible for any representations by unauthorized sellers.

14. Unavailability of Site; Termination; Fraud. We may alter, suspend, or discontinue this Site in whole or in part, at any time and for any reason, without notice or cost. In addition, the Site may be temporarily unavailable from time to time for maintenance or other reasons. We may, in our sole discretion, terminate or suspend your use or access to all or part of the Site or your account or membership, for any reason, including without limitation, breach of these Terms of Use. If at any time, we notify you that your access to and /or use of the Site or your account is terminated, you must cease and desist from all such access and/or use immediately. We reserve the right to cancel, delay, refuse to ship, or recall from the shipper any order if fraud is suspected. In the event these Terms of Use or your membership or account are terminated, the restrictions regarding intellectual property matters, the representations and warranties, indemnities, and limitations of liabilities set forth herein (as well as any other of your obligations which by their nature should survive termination) will survive termination.

15. Copyright Infringement; Notice and Take Down Procedures. If you believe that any materials on this Site infringe your copyright, you may request that they be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must: (a) identify the allegedly infringing materials; (b) indicate where on the Site the infringing materials are located; (c) provide your name and contact information; (d) state that you have a good faith belief that the materials are infringing; (e) state that the information in your claim is accurate; and (f) indicate that "under penalty of perjury" you are the lawful copyright owner or are authorized to act on the owner's behalf. Our contact for copyright issues relating to this Site is: Copyright Agent, Rue La La, 20 Channel Center, Boston, MA 02210, 617-695-7300 Legal@RueLaLa.com. One or more patents may apply to this Web site, including without limitation: U.S. Patent Nos. 5,528,490; 5,761,649; and 6,029,142 and any other patents that may issue in the future which are related to the foregoing patents.

16. Choice of Law and Forum. These Terms of Use and any dispute of any sort that might arise between you and Rue La La or its parent, subsidiaries, divisions or affiliates shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles, as it is applied to agreements entered into and performed therein, and excluding the United Nations Convention on Contracts for the Sale of Goods, as amended from time to time. Any action brought to enforce this Agreement or matters related to the Site will be brought in either the state or federal courts in Boston, Massachusetts; provided, however, that notwithstanding anything contained in these Terms of Use to the contrary, we shall have the right to institute judicial proceedings against you or anyone acting by, through or under you, in order to enforce our rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief. You consent to the jurisdiction of such courts and irrevocably waive any objection, including without limitation any objection to the laying of venue or based on the grounds of forum non conveniens, which you may now or hereafter have to the bringing of any such action or proceeding in such jurisdiction. In addition, you expressly waive any right to a jury trial in any legal proceeding against Rue La La, its parent, subsidiaries, divisions or affiliates or their respective officers, directors, employees, agents or successors under or related to these Terms of Use. Any claim or cause of action you have with respect to use of the Site must be commenced within one (1) year after the claim arises.

17. Miscellaneous. Unless otherwise specified herein, these Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and Rue La La with respect to the Site and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Rue La La with respect to the Site. If any part of these Terms of Use is held invalid or unenforceable, that portion 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 Rue La La to act with respect to a breach by you or others does not waive Rue La La's right to act with respect to subsequent or similar breaches. Rue La La's failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Rue La La without restriction. The section headings contained in these Terms of Use are included for convenience only and shall not limit or otherwise affect the terms of these Terms of Use.

Last Updated: February 4, 2009
© 2008 - 2009 Retail Convergence.com, LP. All rights reserved.