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4. ELIGIBILITY. BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. Any individual using the Website or Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
5. LICENSE. Subject to Your compliance with the terms and conditions of this Agreement, Touchstonethreads.com grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to use the Website and Services. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of Touchstonethreads.com or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate
9. CONSENT TO RECEIVE EMAIL. If You sign up for any Touchstonethreads.com newsletter or other email publications, You thereby consent to receive periodic email communications from Touchstonethreads.com regarding the Services, new product offers and other matters
10. USE OF SOFTWARE. Touchstonethreads.com may make certain software available to You from the Website. If You download software from the Website, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, "Software") are deemed to be licensed to You byTouchstonethreads.com, for Your personal, noncommercial use only. Touchstonethreads.com does not transfer either the title or the intellectual property rights to the Software, and Touchstonethreads.com and Touchstonethreads.com’s licensors retain full and complete title to the Software as well as all intellectual property rights therein. Except as specifically provided in this Agreement, You may not sell, redistribute, or reproduce the Software, nor may You decompile, reverse-engineer, disassemble or otherwise convert the Software to a human-perceivable form.
11. REFUND & RETURN POLICY. Purchases of Services, including without limitation custom embroidered products, will not be refunded except as specifically set forth in Touchstonethreads.com’s guarantee or in any other agreement between you and Touchstonethreads.com. Subject to the Guarantee, all purchases are final.
12. RISK OF LOSS. All items purchased from Touchstonethreads.com are shipped by third-party carriers. Accordingly, the risk of loss and title for such items pass to you upon our delivery to the third-party carrier.
13. OUR GUARANTEE. Our guarantee and refund policy are incorporated into this Agreement.
14. PROHIBITED USES. Touchstonethreads.com imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that you will not: (a) violate or attempt to violate any security features of the Website or Services; (b) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (c) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (d) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing"; (e) use the Website or Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (f) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (g) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Touchstonethreads.com Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability.
15. INTELLECTUAL PROPERTY. (a) Compliance with Law You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. THE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS RESTS SOLELY WITH YOU. (b) Trademarks Touchstonethreads.com, the Touchstonethreads.com logo and "Touchstonethreads.com Marks" are trademarks or registered trademarks of Emblematic Corp. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the Touchstonethreads.com Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the Touchstonethreads.com Marks generated as a result of Your use of the Website and Services will inure to the benefit of Touchstonethreads.com, and You agree to assign, and hereby do assign, all such goodwill to Touchstonethreads.com. You shall not at any time, nor shall You assist others to, challenge Touchstonethreads.com’s right, title, or interest in or to, or the validity of, the Touchstonethreads.com Marks. (c) Copyrighted Materials; Copyright Notice All Content and other materials available through the Website and Services, including without limitation the Touchstonethreads.com logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by Touchstonethreads.com or are the property of Third-Party Service Providers or Touchstonethreads.com’s other licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2013 Touchstonethreads.com, Inc. ALL RIGHTS RESERVED. (d) DMCA Policy As Touchstonethreads.com asks others to respect Touchstonethreads.com’s intellectual property rights, Touchstonethreads.comrespects the intellectual property rights of others. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Touchstonethreads.com to delete, edit, or disable the material in question, you must provide Touchstonethreads.com with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Touchstonethreads.com to locate the material; (d) information reasonably sufficient to permit Touchstonethreads.com to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Touchstonethreads.com’s designated agent at: Randy Sheinberg, President Emblematic Corp. Touchstone Threads 7556 Renwick Dr. Houston, Tx 77081 Phone: 866-382-1195 (toll free) Fax: 713-664-2060
16. DISCLAIMERS; LIMITATION OF LIABILITY. (a) NO WARRANTIES. EXCEPT AS DETAILED IN THE GUARANTEE , TOUCHSTONETHREADS.COM, ON BEHALF OF ITSELF AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOUCHSTONETHREADS.COM, ON BEHALF OF ITSELF AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER TOUCHSTONETHREADS.COM NOR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER TOUCHSTONETHREADS.COM NOR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES. (b) YOUR RESPONSIBILITY FOR DAMAGE YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD TOUCHSTONETHREADS.COM OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. (c) LIMITATION OF LIABILITY THE LIABILITY OF TOUCHSTONETHREADS.COM AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TOUCHSTONETHREADS.COM OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO TOUCHSTONETHREADS.COM OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF TOUCHSTONETHREADS.COM AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO TOUCHSTONETHREADS.COM DURING THE YEAR PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND US A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN TOUCHSTONETHREADS.COM AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. (d) APPLICATION THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND TOUCHSTONETHREADS.COM OR BETWEEN YOU AND ANY OF TOUCHSTONETHREADS.COM’S THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.TOUCHSTONETHREADS.COM’S THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
17. GENERAL REPRESENTATION AND WARRANTY. You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other Touchstonethreads.compolicies, and with any applicable laws or regulations.
18. INDEMNITY BY YOU. You agree to defend, indemnify and hold harmless Touchstonethreads.com and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, contractors and Third-Party Service Providers (collectively, the "Touchstonethreads.com Parties" from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, "Claims"), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; or (iii) Your provision to Touchstonethreads.com or any of the Touchstonethreads.com Parties of information, content or other data. The Touchstonethreads.com Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Touchstonethreads.com Parties. You may not settle any Claim without the prior written consent of the concerned Touchstonethreads.com Parties.
20. TERMINATION. (a) By Touchstonethreads.com WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, TOUCHSTONETHREADS.COM RESERVES THE RIGHT TO, IN TOUCHSTONETHREADS.COM’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION. (b) Automatic Termination Upon Breach By You This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by Touchstonethreads.com. (c) By You You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to Touchstonethreads.comnotice of Your intention to do so, in the manner required by this Agreement. (d) Effect of Termination Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, Touchstonethreads.com may, but has no obligation to, in Touchstonethreads.com’s sole discretion, delete from Touchstonethreads.com’s systems all User Content, Your Personal Information and any other files or information that You made available to Touchstonethreads.com or that otherwise relate to Your use of the Website or Services. Subsequent to termination, Touchstonethreads.com reserves the right to exercise whatever means its deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP mapping and direct contact with Your Internet Service Provider. (e) Legal Action If Touchstonethreads.com, in Touchstonethreads.com’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, Touchstonethreads.com will be entitled to recover from You as part of such legal action, and You agree to pay Touchstonethreads.com’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The Touchstonethreads.com Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement. (f) Survival Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1-3, 6, 8-9, 11-19 and 21 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any fees owed Touchstonethreads.com or any Third-Party Service Provider.
21. GENERAL. (a) Entire Agreement; Amendment This Agreement constitutes the entire agreement between Touchstonethreads.com and You concerning Your use of the Websites. This Agreement and any other written agreements executed between You and Touchstonethreads.com or any Third-Party Service Providers constitute the entire agreement concerning Your use of the Services. This Agreement may only be modified by a written amendment signed by an authorized executive of Touchstonethreads.com or by the unilateral amendment of this Agreement by Touchstonethreads.com and by the posting by Touchstonethreads.com of such amended version. (b) Severability; Waiver If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. (c) Assignment This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of Touchstonethreads.com. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. (d) Relationship You and Touchstonethreads.com are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. (e) Third-Party Beneficiaries Except for the Touchstonethreads.com Parties as and to the extent set forth in Sections 12, 14, 18 and 20(e), and Touchstonethreads.com’s Third-Party Service Providers, licensors and suppliers as and to the extent expressly set forth in Section 16, there are no third-party beneficiaries to this Agreement. (f) Irreparable Injury You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to Touchstonethreads.com and Touchstonethreads.com’s Third-Party Service Providers, licensors and suppliers, and would therefore entitle Touchstonethreads.com or Touchstonethreads.com’s Third-Party Service Providers, licensors or suppliers, as the case may be, to injunctive relief. (g) Notices All notices required or permitted to be given under this Agreement must be in writing. Touchstonethreads.com shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Touchstonethreads.com. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH TOUCHSTONETHREADS.COM IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY TOUCHSTONETHREADS.COM OF AN EMAIL TO THAT ADDRESS. You shall give any notice toTouchstonethreads.com by means of: (i) hand delivery; (ii) certified U.S. mail, return receipt requested, postage prepaid; or (iii) overnight courier, each as send to 7556 Renwick Dr., Houston, Tx 77081 Touchstonethreads.com will be deemed received as follows: (i) if by hand-delivery, on the date of delivery; (ii) if delivery by U.S. mail, on the date of receipt appearing on a return receipt card; or (iii) if by overnight courier, on the date the receipt is confirmed by such courier service. You agree that any notice received from Touchstonethreads.com electronically satisfies any legal requirement that such notice be in writing.