Effective May 17, 2011
Welcome to Ashford.com.
These Terms and Conditions of Use, including any Incorporated Terms (defined below) other provisions or policies incorporated herein by reference (collectively, the “Terms”) apply to the web site located at www.Ashford.com and all associated sites, microsites, mobile device applications or other portals linked or connected to www.Ashford.com by Luxi Group, LLC (collectively, the “Site”). This Site is the property of Luxi Group, LLC (referred to as “Ashford”). Please read these terms carefully. By accessing and/or using the Site, you agree to be bound by them. if you do not agree, you may not access or use the site.
1. Terms Incorporated by Reference. Certain other terms and policies govern the access and use of the Site (and/or portions thereof), the collection and use of personally identifiable information obtained in connection with the Site, and transactions occurring on, by and through the Site. The following terms and policies (the “Incorporated Terms”) are incorporated by reference, shall be deemed a part of the Terms, and you hereby agree to them. Please click on the link to view them.
and Payment Policy
. Please read Ashford’s shipping and payment policy for information on placing and receiving your order.
c) Warranty Policy
. Please read Ashford’s warranty policy to learn about what is covered when you purchase a product on the Site.
d) Return Policy
. Please read Ashford’s return policy for information on how to return an item.
2. Modification of Terms. Ashford reserves the right, in its sole discretion, to change, modify, add or remove these Terms, or portions of them, at any time. Please check these Terms periodically for changes. Your continued access and/or use of the Site following the posting of any modifications to these Terms shall constitute your acceptance of and agreement to any new or amended Terms.
3. Description of Services. Ashford may provide users of the Site with access to offers for the sale of luxury items (primarily, but not limited to, timepieces and jewelry) (the “Services”). You are solely responsible for obtaining access to the Site, and for any third-party fees and/or equipment necessary to access the Site (such as a computer and internet access).
4. Content and Intellectual Property. All content included on the Site, including but not limited to text, graphics, images, logos, sounds, icons, artwork, visual interfaces, computer code, software, and compilations (including the compilation of all content on the Site), (collectively, the “Content”), and including but not limited to the selection, structure, design, expression, “look and feel” and arrangement of the Content on the Site, is owned, controlled by, or licensed to or by Ashford, or otherwise used with permission, and is protected by copyright, trademark, trade dress, patent, and other rights and intellectual property and unfair competition laws. ASHFORD, ASHFORD.COM, and the Ashford “A” logo are registered trademarks of Ashford in the United States and other jurisdictions, and may not be used in connection with any product or service that is not Ashford’s, or in any manner that is likely to cause confusion amongst consumers, or disparage or discredit Ashford. All trademarks, logos or other properties displayed on the site not owned by Ashford are property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Ashford, and may not be used without permission of their respective owners. All rights are reserved to Ashford, and any such other owners, as applicable.
5. Website; Limited License. Ashford grants you the limited, nonexclusive, non-transferable, revocable license to: access and make personal use of the Site; make single copies or prints of Site pages for your personal, non-commercial use in connection with a transaction or potential transaction with Ashford; and/or to create a hyperlink to the home page of the Site so long as the linked material does not portray Ashford, its products or Services, in a false, misleading, derogatory or offensive manner. Without limitation of any other provision of these Terms, the license does not permit, and you agree that, except upon Ashford’s express prior written consent (where permitted), you will be bound by the following restrictions.
a) You may not make any derivative use of this Site or its Content, or otherwise access, copy, reproduce, duplicate, collect, create derivative works from, decompile, disassemble, reverse engineer, sell, resell, rent, loan, lease or sub-license this Site or its Content (including but not limited to product listings, descriptions and/or prices, and account information) for publication, distribution or for any commercial enterprise, whether manually or through the use of any automated process.
b) You may not use any robots, spiders, “deep-linking”, “page-scraping”, “crawling”, caching, encoding, translating, mirroring, framing, create unauthorized hyperlinks to, or employ any other automated device, program, methodology or algorithm, or any similar process or technique, to access, acquire, reproduce or monitor the Site, Services or any Content, to: enclose the Site or any Content on any other computer, website, server or other location or telecommunications facility; reproduce or circumvent the navigational structure or presentation of the Site or any Content; or attempt to obtain any Content or information from or about the Site or Services not purposefully made available by the Site, including but not limited to its Content, Services, usage, users, accounts or individual identities, systems, servers or networks. (Although Ashford may allow operators of search engines, or certain licensors, to index Content from the site for the purpose of creating publicly available searchable indexes, Ashford reserves the right to revoke those exceptions in general or specific cases, in its sole discretion).
c) You may not use any meta tags, or other hidden text or keywords using Ashford’s name or trademarks.
d) You may not attempt to gain unauthorized access to the Site, or any systems, servers or networks connected to the Site, by hacking, data mining, or otherwise; or otherwise attempt to bypass, breach or circumvent any security, authentication or other measure intended to present or restrict access to the Site, or any such systems, servers or networks.
e) You may not take any action, or employ any device, program, methodology or algorithm, or any similar process or technique, designed to interrupt, damage or limit the functionality of the Site, or any systems, servers or networks connected to the Site.
f) You shall not take any action that imposes or may impose (in Ashford’s reasonable discretion) an unreasonably large or disproportionate load on the Site or its related systems, servers or networks.
g) You may not export or re-export the Site or any Content in violation of the export control laws and regulations of the United States of America.
h) You may not use the Site, Content or Services for any unlawful purpose, in any illegal manner, or in any manner prohibited by these Terms.
Any unauthorized use shall terminate the license granted to you, without notice. Any unlawful or illegal access or use of the Site, Content, or Services shall be prosecuted to the full extent of the law.
6. Your Account. Some portions of the Site and some Services require account registration and/or activation. You agree that any information you provide in connection with your request for an account, or in connection with a purchase or other transaction on the Site or otherwise with Ashford, shall be true, accurate, current and complete. You are responsible for keeping your account information current. Ashford reserves the right to suspend or terminate your account, and/or refuse any access or use of the Site or Services (or any portion thereof), if you provide any untrue, inaccurate, not current or incomplete information, if such information becomes so at any time, or if Ashford has reasonable grounds to believe as much. You are responsible for maintaining the confidentiality of your account and log-in credentials, and for restricting access to your computer, and agree to accept responsibility for all activities that occur under your account and credentials. To protect the confidentiality of your account, Ashford advises that you log out from your account and close all browsers at the end of each session. You agree to notify Ashford immediately of any unauthorized use, or breach of the security, of your account or log-in credentials. Some portions of the Site, some Services, and/or certain offers may be made to a select group of Ashford accounts or users of the Site. Ashford reserves the right to refuse service, terminate or suspend access to the Site, Services, accounts, (or any portion thereof), at any time in its sole discretion.
7. Orders for Products and Services.
Ashford may make certain products available to registrants and/or visitors of the Site. You may only order products if, and you hereby represent that you are of the age of majority in your principal jurisdiction of residence, and are entitled to enter into agreements legally binding upon you. You agree to pay in full the prices for any purchases you make on, by or through the site in accordance with Ashford’s Shipping
and Payment Policy
. If any credit or debit card payment is not received from your credit or debit card issuer, or its agents, you agree to pay all amounts due upon demand by Ashford. You agree to pay all applicable taxes and/or duties on or in connection with your order. Ashford does not authorize the purchase of its products for commercial resale, except upon express written agreement with Ashford. Without limitation of any of Ashford’s other rights, Ashford may, in its sole discretion, limit or cancel quantities per order, person, account household or otherwise; and reserves the right to limit or cancel orders that appear to be placed by dealers, resellers or distributors.
8. Product Descriptions and Pricing; Errors and Inaccuracies.
Ashford values providing the highest quality service, and aims to offer a completely error-free site. Unfortunately, errors or inaccuracies (whether technical or human) do sometimes occur. Thus, Ashford does not warrant that the product descriptions are accurate as to any specifications, features, contents, colors, prices, weights and/or measures. Specifications listed (other than price) are generally those provided by the manufacturer or distributor. Except where noted otherwise, the retail price displayed for products represents the full retail list price of the product itself as suggested by the manufacturer or supplier, the retail value estimated in accordance with industry custom and practice, or the estimated retail value for a comparably featured product offered elsewhere, and may not reflect the actual retail selling price. The retail price is a comparative price estimate and may or may not represent the prevailing price in every area at a particular time. Moreover, products displayed on the Site may be limited as to quantity, price, availability and/or lead time. Thus, Ashford does not warrant the availability, availability at a certain price, quantities available or available at a quoted price, and/or lead time of any product. In the unfortunate event that there is an error or inaccuracy, Ashford will endeavor to resolve the issue to your satisfaction. If a product ordered is not as described on the Site (other than errors in price), Ashford will offer a full refund of the purchase price, provided that the product is returned in accordance with our Return Policy
. If the correct price of a product ordered is higher than Ashford’s stated price at the time of the order, Ashford will, at its discretion, either: contact you for instructions before shipping (and, if you request, cancel your order and refund the full purchase price); or cancel your order, refund the purchase price and notify you of the cancellation. However, unless otherwise agreed to by Ashford in writing, the right to a full refund of amounts actually paid by you in accordance with our Return Policy
for any order cancelled or returned for any of the reasons set forth in this paragraph shall be your exclusive remedy.
9. Electronic Communications.
When you visit the Ashford Site, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically from time to time, including but not limited to by e-mail, by posting notices to your account, or by posting notices on the Ashford Site. You agree that all agreements, notices, disclosures or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
10. User Generated Content; Reviews. Certain portions of the Site may permit visitors to publicly post content to or on the Site (the “User Content”) (e.g., product reviews). Unless otherwise indicated, Ashford does not claim ownership of any User Content. However, you agree that, by submitting, transmitting, uploading, posting or otherwise making available any User Content, you hereby: (a) grant to Ashford a worldwide, perpetual, non-exclusive, royalty-free, transferable and sub-licensable right, license and permission to use, copy, display, perform or exploit in any manner such User Content; and (b) represent and warrant that: (i) you own all rights in and to your User Content, or have acquired all rights, clearances and permissions necessary to enable you to grant to Ashford the rights granted in these Terms, (ii) you have paid and will pay in full all license fees, clearance fees, or any other financial obligations of any kind, arising from any use or exploitation of your User Content, (iii) your User Content does not infringe upon the rights (including but not limited to intellectual property rights, privacy rights, and publicity rights), or defame or disparage any third party, or third party product or service, (iv) your User Content is not offensive, indecent, profane, threatening, abusive, harassing, discriminatory or hateful, and does not constitute or encourage any criminal offense, and (iv) your User Content shall not impersonate others, provide any false information, contain any advertisements or solicitations, promote any product or service competitive with Ashford, and (v) your User Content complies with these Terms. You acknowledge and agree that you have no expectation of compensation or confidentiality with respect to any User Content; and that Ashford (or its designees or successors) shall have the right to use, modify, edit User Content (or refrain from any of the foregoing) at any time and for any reason, alone or together with other materials, in their sole discretion. Ashford reserves the right, but does not have an obligation, to monitor and/or review User Content. Ashford does not endorse or control the User Content transmitted or posted on the Site; thus, Ashford is not responsible for User Content and does not guarantee the accuracy, integrity, or quality of User Content, which may not reflect the views of Ashford. Ashford shall not be liable in any manner for any User Content, including, without limitation, for any errors or omissions, or for any loss, damage or injury of any kind arising from or related to any User Content.
11. Third Party Web Sites, Resources and Applications. You may be able to access or use the Site from a third party web site, Internet resource, or software application or telecommunications facility (“Linked Sites”). You may also be able to access and use a Linked Site from the Site. You acknowledge and agree that Ashford has no responsibility for the information, content, products, services, advertising, code, or other materials which may or may not be provided by or through Linked Sites. The inclusion of any link to such Linked Sites on the Site does not imply Ashford’s endorsement, sponsorship, or recommendation of any Linked Site or any product or service offered on, by or through it. Ashford does not guarantee the standards or practices of any Linked Site and shall not be liable in any manner for Linked Sites. You acknowledge that any access and/or use of any Linked Sites shall be at your own risk.
12. DISCLAIMER OF WARRANTIES.
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS PARAGRAPH: (A) THIS SITE, AND ALL INFORMATION, CONTENT, PRODUCTS, SERVICES, MATERIALS AND SOFTWARE INCLUDED ON OR MADE AVAILABLE TO YOU ON, BY OR THROUGH IT, ARE OFFERED, PROVIDED AND/OR SOLD (AS APPLICABLE) “AS IS” AND “AS AVAILABLE”; (B) ASHFORD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE FOREGOING, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (C) NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY ASHFORD SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN (INCLUDING IN THE INCORPORATED TERMS). WITHOUT LIMITATION OF THE FOREGOING, AND EXCEPT AS PROVIDED IN THIS PARAGRAPH, ASHFORD MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY PRODUCTS OR SERVICES OFFERED, PROVIDED AND/OR SOLD (AS APPLICABLE) ON, BY OR THROUGH THE SITE, AND TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW HEREBY DISCLAIMS (AND YOU HEREBY WAIVE), ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, “FREQUENTLY ASKED QUESTIONS” DOCUMENTS AND OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH ASHFORD OR ITS AGENTS. THE SOLE AND EXCLUSIVE WARRANTIES MADE IN RESPECT OF ANY PRODUCTS OFFERED, PROVIDED AND/OR SOLD ON, BY AND THROUGH THE SITE, ARE CONTAINED, IF APPLICABLE, IN ASHFORD’S WARRANTY POLICY
, UNLESS OTHERWISE SPECIFICALLY NEGOTIATED AND SET FORTH IN A SEPARATE, WRITTEN SALES AGREEMENT BETWEEN YOU AND ASHFORD
13. LIMITATION OF LIABILITIES.
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT, EXCEPT IN THE EVENT OF ASHFORD’S SOLE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ASHFORD (AND ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, PARTNERS, SUPPLIERS AND SERVICE PROVIDERS, AND THE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF EACH) (individually and collectively, Ashford’s “Affiliates”) SHALL HAVE NO LIABILITY FOR ANY LOSSES, DAMAGES OR PERSONAL INJURY ARISING, DIRECTLY OR INDIRECTLY, FROM THE USE OF THE SITE, OR ANY INFORMATION, CONTENT, PRODUCTS, SERVICES, MATERIALS AND SOFTWARE INCLUDED ON, MADE AVAILABLE OR SOLD TO YOU ON, BY OR THROUGH IT, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR REVENUES, PERSONAL INJURY (INCLUDING DISABILITY OR DEATH), OR PROPERTY DAMAGE, EVEN IF ASHFORD HAS BEEN ADVISED OF THE POSSIBILITY OF THE FOREGOING AND EVEN IF THE WARRANTIES HEREUNDER ARE DEEMED TO FAIL IN THEIR ESSENTIAL PURPOSE; AND THAT YOUR SOLE REMEDIES (IF ANY) IN RESPECT OF PRODUCTS OFFERED ON, BY AND THROUGH THE SITE, SHALL BE AS SET FORTH IN ASHFORD’S WARRANTY POLICY AND/OR RETURN POLICY, AS MAY BE APPLICABLE
. WITHOUT LIMITATION OF THE FOREGOING, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ASHFORD AND ITS AFFILIATES TO YOU HEREUNDER FOR ALL LOSSES, DAMAGES OR PERSONAL INJURY (WHETHER IN CONTRACT, TORT OR OTHERWISE), ARISING FROM THESE TERMS, YOUR USE OF THE SITE, OR FROM ANY INFORMATION, CONTENT, PRODUCTS, SERVICES, MATERIALS AND SOFTWARE INCLUDED ON, MADE AVAILABLE OR SOLD TO YOU ON, BY OR THROUGH IT, EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO ASHFORD FOR YOUR USE OF THE SITE, OR THE PURCHASE PRICE OF THE APPLICABLE PRODUCT, AS APPLICABLE; PROVIDED FURTHER THAT TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE REMEDY FOR ANY LOSSES, DAMAGES OR INJURY ARISING FROM THE FOREGOING (AND NOT FROM OR IN CONNECTION WITH A PRODUCT PURCHASED BY YOU) SHALL BE TO CEASE USING THE SITE. UPON ASHFORD’S RETURN OF THE FULL PURCHASE PRICE PAID WITH RESPECT TO ANY APPLICABLE PRODUCT SOLD TO YOU HEREUNDER, THE WARRANTY PROVIDED UNDER THESE TERMS SHALL NOT HAVE FAILED IN ITS ESSENTIAL PURPOSE.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN LIABILITIES. IF SUCH LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
14. Indemnity. You agree to indemnify, defend and hold Ashford and its Affiliates harmless from any claim, demand, loss, liability or expense (including reasonable attorneys’ fees and court costs), arising from or related to your breach of these Terms, any other terms of the Site, and/or your violation of any law or the rights of any third party.
15. Applicable Law and Exclusive Jurisdiction. By accessing, using, or purchasing any products on, by or through the Site, you agree that the laws of the State of New York shall govern these Terms and any action or dispute arising from or related thereto or any related transactions, without regard to principles of conflicts of laws; and that the United Nations Convention on International Sales of Goods shall have no force or effect with respect thereto. You agree that all offers for sale, purchase of products, and related transactions shall be deemed to have been made and occurred wholly within the State of New York. Any action or dispute arising from or related to these Terms, or your access, use or purchase on, by or through this Site, or any related transactions, shall be brought individually and without resort to class action in the State or Federal Courts sitting in New York County, New York; and you hereby irrevocably consent to the personal jurisdiction of, and venue in, those courts.
16. Miscellaneous. These Terms (including, for the avoidance of doubt, any Incorporated Terms) constitute the entire agreement and understanding between you and Ashford with respect to their subject matter, and supersede all prior or contemporaneous communications, offers or agreements, whether oral or written. A printed version of these Terms shall be admissible in any judicial or administrative proceedings to the same extent as other documents and records originally generated and maintained in printed form. If any provision of these Terms are held to be unlawful, void or unenforceable, such provision shall have no effect; however, the remaining provisions shall be enforced to the maximum extent possible. Further, if it should be held that any portion of these Terms are overbroad or unreasonable, such portion shall be given effect to the maximum extent possible by narrowing or enforcing in part that portion found overbroad or unreasonable. Any provision of these Terms that imposes or contemplates continuing obligations on a party shall survive the expiration, termination or amendment of these Terms. Ashford’s failure or declination to enforce these Terms, or any portion of them, in any instance, shall not operate as a waiver thereof in that instance or any other. All of Ashford’s rights and remedies hereunder shall be cumulative.