TERMS AND CONDITIONS AMERICAS

The www.WGSN.com website (the "Site") is operated by WGSN, Inc. ("WGSN") in conjunction with others pursuant to contractual arrangements. The Site presents information, data, content, news, reports, programs, video, audio, software, HTML code, text, graphics, images, logos, icons and links and other Material and services, communications, transmissions and other items, tangible or intangible (collectively, the "Material").

Access to and use of the Material on the Site is permitted by WGSN on the terms and conditions set forth herein (the "Terms and Conditions"), as well as any additional terms which apply to third-party content, software or other services made known before such third-party content may be accessed (the "Third-Party Terms"). In the event of a conflict between these Terms and Conditions and any Third-Party Terms, these Terms and Conditions shall control. These Terms and Conditions concern only the Site and do not concern any other website operated by WGSN or its affiliates, or any other website to which the Site may link. ANY BREACH OF THE TERMS AND CONDITIONS OR ANY APPLICABLE THIRD-PARTY TERMS IMMEDIATELY TERMINATES ALL RIGHTS TO ACCESS AND USE THIS SITE OR THE MATERIAL.

Please note that WGSN reserves the right at any time to change the Terms and Conditions. Any changes WGSN make will be effective immediately upon notice to Subscribers and their Users of such changes, which WGSN may provide by means including, without limitation, posting notice of such changes on this website. Continued access to and use of this website after WGSN has provided such notice shall constitute acceptance of all such changes. WGSN also reserves the right to limit the availability of this website and/or the provision of any content, service, or product described herein to any person, geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, service, or product(s) that WGSN may provide.

Where these Terms and Conditions have been translated into a language other than English and there is any inconsistency between the interpretation of the English version and the translated version, the meaning under the English version shall prevail.

In these Terms and Conditions, the term "Subscriber" refers to the organization, firm, company or individual who places an order for access to the Site ("Order") by its User(s). The term "User(s)" refers to the individual(s) nominated by the Subscriber in its Order (who must be the Subscriber or employee of the Subscriber), and also to individuals who are subsequently added to the list of nominated individuals with the prior written agreement of WGSN. WGSN reserves the right to condition the approval of additional User(s) appointed by the Subscriber on an increase in the Fees. The Subscriber and the User(s) are from time to time referred to collectively in these Terms and Conditions as "you".

In certain circumstances (for example a trial of the Site), WGSN may agree with an organization, firm, company or individual to grant access to the Site (or to limited sections of it) by its nominated users without charge. For the purposes of these Terms and Conditions, the organization, firm, company or individual who enters into such agreement with WGSN shall be included within the definition of "Subscriber", their nominated individual(s) shall be included within the definition of "User(s)" and all of the provisions of these Terms and Conditions shall apply equally to them except that no Fees shall be payable in respect of that trial period.

The Subscriber and the User each warrant that the information provided in the Order/at registration (as applicable) is accurate and complete and undertake to notify WGSN immediately of any changes to that information by emailing helpdesk@wgsn.com. Please note that WGSN reserves the right to suspend use of the Site where accurate and complete details are not provided and maintained by you. Please further note that WGSN does not accept Orders/registration from persons 16 years of age or younger. Your Order/registration may be terminated without warning if WGSN believes that you are under 16 years of age.

Subject to the Subscriber and its User(s) fulfilling all their obligations under these Terms and Conditions, including the Subscriber fulfilling its payment obligations under Article 5 in a timely manner, WGSN, upon acceptance of an Order, grants to Subscriber and its User(s) a non-exclusive, non-transferable, non-sublicenseable limited right and license to access and use the Material in accordance with these Terms and Conditions until the one-year anniversary of the date the Order is accepted by WGSN (the "Initial Term").

Upon WGSN's acceptance of an Order, Subscriber and its User(s) will be enrolled in WGSN's automatic renewal service. The automatic renewal service helps to prevent unwanted termination of Subscriber and its User(s) rights to access and use the Material. WGSN's automatic renewal service will, subject to the Subscriber and its User(s) fulfilling all their obligations under these Terms and Conditions and the then-current version of WGSN's terms and conditions of website use (if applicable), on each yearly anniversary of the date the Order was accepted by WGSN, renew Subscriber's and its User'(s) non-exclusive, non-transferable, non-sublicenseable limited right and license to access and use the Material in accordance with these Terms and Conditions or the then-current version of WGSN's terms and conditions of website use (as applicable) for one additional one-year term (each a "Renewal Term"), subject in each case to Subscriber's timely payment in full to WGSN of WGSN's then-current renewal fees for such limited right and license. If Subscriber does not want WGSN's automatic renewal service to apply to Subscriber and its User(s), Subscriber must affirmatively choose not to participate in (i.e. opt out of) this automatic renewal service by contacting WGSN customer service at helpdesk@wgsn.com not later than 90 days prior to the end of the then-current term. Subscriber's failure to affirmatively opt out of or otherwise terminate the automatic renewal service by contacting WGSN customer service not later than 90 days prior to the end of the current term constitutes Subscriber's authorization and consent for WGSN to automatically invoice Subscriber the then-current fee for each applicable Renewal Term pursuant to Article 5. In the event that Subscriber opts out of WGSN's automatic renewal service, Subscriber assumes all risk and all consequences for Subscriber's failure to take affirmative action to renew Subscriber's and its User(s)' right and license to access the Site, and if Subscriber does not take affirmative action to renew Subscriber and its User(s) right and license to access the Site, all of Subscriber's and its User(s)' rights to access and use the Site and the Material will terminate, and WGSN will have no obligation to allow Subscriber to renew after the Initial Term has expired.

WGSN, upon acceptance of an Order, shall assign usernames and passwords to Subscriber and its User(s), or, at WGSN's discretion, allow the Subscriber and any Users authorized by WGSN to do so to select usernames and passwords to be used by Subscriber and each User authorized by WGSN to access the Material (each individual username and password combination is collectively referred to in these Terms and Conditions as an "ID"). WGSN reserves the right to change usernames from time to time. In the event that WGSN changes a Subscriber's or a User's username, it will notify the Subscriber and any affected User(s) of the new usernames.

Upon WGSN's acceptance of an Order, Subscriber shall pay to WGSN, as consideration for the license granted by Clause 3.1 to Subscriber and its User(s) specified in the Order, the total amount of the non-refundable fees set out in the Order, which amount shall be immediately due and payable in full upon WGSN's acceptance of the Order.

Upon WGSN's approval of a request by Subscriber to add User(s), Subscriber shall pay to WGSN, as consideration for the license granted by Clause 3.1 to such additional User(s), the total amount of any additional non-refundable fees specified by WGSN as being required to be paid by Subscriber prior to WGSN's approval of such additional User(s), which amount shall be immediately due and payable in full upon WGSN's approval of such additional User(s).

Unless Subscriber affirmatively declines participation in WGSN's automatic renewal service in the manner specified in Clause 3.2, or these Terms and Conditions have been terminated pursuant to Article 14, WGSN will, not later than sixty (60) days prior to the end of the then-current term, invoice Subscriber for WGSN's then-current renewal fees for the applicable Renewal Term, and Subscriber shall pay to WGSN, as consideration for the license granted by Clause 3.2 for such Renewal Term, the invoiced fees, which amount shall be immediately due and payable in full thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term (as applicable).

Subscriber shall also pay to WGSN the total amount of any other charges arising out of use of the Site by its User(s) (or any other individual using its User(s)'s ID) from time to time, including charges for any Additional Services Material.

WGSN shall invoice Subscriber for all payments due from Subscriber to WGSN pursuant to Clauses 5.1-5.4. In the event of a chargeback by a credit-card company (or similar action by another payment provider allowed by us) or other non-payment by Subscriber of any amount invoiced to Subscriber by WGSN pursuant to this Section 5.5, WGSN reserves the right, in its sole discretion, to: (i) charge interest on such sums on a day-to-day basis from thirty (30) days after the date of invoice to the date of actual payment (both dates inclusive) at the rate of four per cent (4%) per annum above the base rate from time to time of Barclays Bank plc or the highest amount allowed by law, whichever is higher, such interest payable on demand; and/or (ii) suspend indefinitely Subscriber and its User(s) access to the Site while any such amounts are outstanding; and/or (iii) terminate Subscriber and its User(s) access to the Site. WGSN will reinstate any suspended or terminated access to the Site in WGSN's sole discretion, and if such access is reinstated, such reinstatement shall be subject to WGSN's receipt of all amounts outstanding and WGSN's then-current reinstatement fee. The Subscriber shall be liable for all costs of WGSN incurred in collecting overdue sums, including, without limitation, legal fees.

The Fees and all other charges payable under these Terms and Conditions are exclusive of any applicable taxes (including VAT), which taxes shall be payable in addition by the Subscriber.

No Refunds. ALL ADMINISTRATION CHARGES AND SUBSCRIPTION FEES ARE NON-REFUNDABLE, IN WHOLE OR IN PART, EVEN IF YOUR RIGHT TO ACCESS AND USE THE MATERIAL IS SUSPENDED, CANCELLED OR TRANSFERRED PRIOR TO THE END OF THE THEN-CURRENT ORDER TERM.

All intellectual property rights in the Material are and shall remain at all times the property of WGSN and its third-party licensors and suppliers, and no such rights whatsoever are assigned to you under these Terms and Conditions.

You may engage in the following permitted uses of the Material:

For the avoidance of doubt, you shall not distribute, reproduce, modify, store, transfer or in any other way use any of the Material (including by using it as part of any library, news, information, archive or similar service) other than as set out in Clause 6.2, and in particular you are not authorized to:

The Subscriber shall notify WGSN immediately in writing of any misuse of the Material and/or the Site by the Subscriber or by any third party (to the extent known by the Subscriber), including any infringement of copyright or other intellectual property rights in the Material and/or the Site.

The Subscriber and its User(s) shall permit WGSN to take such steps as WGSN reasonably considers appropriate to monitor compliance by the Subscriber and its User(s) with the provisions of these Terms and Conditions and shall co-operate fully with WGSN in relation to such monitoring.

The Site may include bulletin boards, discussion groups and other public areas that allow feedback to WGSN and interaction between Users ("Forums"). You are solely responsible for the content of information you post to Forums (each, a "Message").

WGSN neither sanctions nor permits Messages that contain illegal or obscene material or foster or promote illegal activity. WGSN reserves the right in its sole discretion to reject, alter, modify or remove in whole or in part any Message brought to its attention that WGSN in its sole discretion (i) deems to contain illegal or obscene material or foster or promote illegal activity; (ii) believes states or implies that a Message was placed by WGSN or any party with a contractual relationship with WGSN, or that such parties endorse Your products or services; (iii) constitutes an infringement on or a mechanism designed to facilitate the infringement of a propriety interest of any third party, including, without limitation, any copyright, trademark, domain registration right, trade secret, or patent right; or (iv) deems to otherwise violate any rules posted by WGSN for the use of the Forums, without prior notice. You hereby agree to and do waive any rights that you may have in regard to any Messages you may post, including any moral rights.

Without prejudice to the generality of Clause 15, the Subscriber and the User(s) each agree to indemnify and hold harmless WGSN from all claims, costs and expenses (including legal expenses) arising out of any Messages posted or published by the User(s) on a Forum.

If you object to any material posted on any of the Forums, please let us know by contacting helpdesk@wgsn.com

By submitting Messages to any of the Forums you agree to grant to WGSN a perpetual, worldwide, royalty free, non-exclusive, sublicensable right and license to reproduce, make available, and distribute the Message in whole or in part and in print or electronic form.

WGSN may provide a scrapbook utility (a "WGSN Scrapbook") on the Site personal to each User. WGSN may in its absolute discretion impose from time to time limits on the amount of storage space in your WGSN Scrapbook.

Use of the Material stored in your WGSN Scrapbook may only be made to the extent permitted by Clause 6.2 of these Terms and Conditions.

You hereby acknowledge and agree that:

WGSN may, in accordance with its Privacy Policy, send emails to you from time to time containing extracts from and links to pages of the Site together with links to third party sites that WGSN think will be of interest to you. If you decide at any time that you no longer wish to receive email updates from WGSN or would like to change your other email preferences, please either amend your details at MY WGSN or contact helpdesk@wgsn.com

Your use of Material emailed to you by WGSN shall be subject to these Terms and Conditions.

WGSN may from time to time offer you the opportunity to partake in complementary services. Use of such additional material ("Additional Services Material") may be subject to additional fees and terms and conditions.

The Subscriber acknowledges that it shall be liable for payment of the charges payable for any use made of Additional Services Material by its User(s) and jointly and severally liable with the User(s) for any use of the Additional Services Material in breach of either these Terms and Conditions or the additional terms applicable to it.

From time to time WGSN may run competitions, free prize draws and promotions. These are subject to additional terms that will be made available at the time of posting of such competitions on the Site.

The Material is only for your general information and use and is not intended to address your particular requirements. In particular, the Material does not constitute any form of advice, endorsement, recommendation or arrangement by WGSN and is not intended to be relied upon by you in making (or refraining from making) any specific investment or other business or personal decisions; appropriate professional advice should be obtained before making any such decision.

THIS SITE, THE MATERIAL, AND ANY PRODUCT OR SERVICE OBTAINED THROUGH THIS SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WGSN AND ITS AFFILIATES, LICENSORS, SUPPLIERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you. WGSN AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND AGENTS DO NOT WARRANT THAT YOUR USE OF THIS SITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, OR THE SERVER(S) ON WHICH THIS SITE IS HOSTED, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THIS SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF WGSN OR ITS AFFILIATES, LICENSORS, SUPPLIERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THIS SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WGSN SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (I) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE, INCLUDING ANY CLAIM, CAUSE OF ACTION, OBLIGATION, LIABILITY, RIGHT, OR REMEDY WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF WGSN, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE, (IV) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY MATERIAL, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MATERIAL POSTED, EMAILED TO OR FROM, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THIS SITE. WGSN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THIS SITE OR ANY HYPERLINKED SITE, AND WGSN WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. YOUR USE OF THIS SITE AND ANY MATERIAL PROVIDED ON THIS SITE ARE ENTIRELY AT YOUR OWN RISK.

NEITHER WGSN NOR ANY OF OUR AFFILIATES, LICENSORS, SUPPLIERS, OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS SITE AND/OR MATERIALS CONTAINED ON THIS SITE, ANY LINKED SITE OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THIS SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE OR MATERIALS OR ANY LINKED SITE IS TO STOP USING THIS SITE, MATERIALS, OR LINKED SITE, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO WGSN FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THIS SITE. 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.

Any links to third-party sites contained either in the Site or in emails sent by us to you are provided solely for your convenience. WGSN has not reviewed such sites and does not either endorse them or make any representations about their content or availability; any use is made entirely at your own risk and WGSN accepts no liability for any losses resulting from your use of them including in respect of any computer viruses or other defects that they may contain. Please note that WGSN gives no warranty that links to third-party sites on the Site shall be marked as such.

The Site may from time to time contain advertising and sponsorship. WGSN is not responsible for either the content of the material provided by such advertisers and sponsor or their compliance with voluntary or statutory codes or provisions. In particular, WGSN can provide no warranty that it will not take advertisements or sponsorship from your competitors.