EFFECTIVE JANUARY 13
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.
1. ACKNOWLEDGEMENT AND ACCEPTANCE.
a. Quilt Gate USA (“Seller”, which shall also include Seller’s affiliates, principals, agents, successors and assigns) provides, through use of the Web site of Cosmo Textile Co., Ltd. (“Cosmo”), www.quilt-gate.com (the “Site”), information regarding Seller’s quilts fabrics and various project patterns, including access to a catalogue of products.
b. This Site is owned and operated by Cosmo and is being provided to You (as defined below) under the following terms and conditions and any operating rules, policies, and procedures that may be published from time to time on this Site by Seller (collectively, the “Terms of Use”). These Terms of Use govern Registrants’ (as defined below) access to and use of the certain non-public restricted areas of the Site (the “Restricted Areas”). Unless otherwise indicated, the term “Site” as used throughout these Terms of Use shall include the Restricted Areas. Although only Registrants may access the Restricted Areas, visitors to the Site (“Visitors”, collectively with Registrants, “Users”) may use the public areas of the Site that are available to all Visitors (“Public Areas”) and are subject to these Terms of Use. For the purposes of these Terms of Use, “You” or “Your” shall refer to you as a Visitor to or Registrant of this Site.
c. This Site is controlled and offered by Cosmo from its facilities in Japan. Seller makes no representations that the Site is appropriate or available for use in any jurisdictions. The Restricted Areas are intended for use by United States residents only. If You are a non-U.S. resident and access the Restricted Area, You do so at Your own risk and are responsible for compliance with local laws and regulations.
d. CAUTION: READ THE FOLLOWING AGREEMENT CAREFULLY. IF YOU ARE A REGISTRANT BY SELECTING THE “I ACCEPT” BUTTON AT THE BOTTOM OF THIS PAGE, OR IF YOU ARE A VISITOR, BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE AND REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE USER TO THE TERMS OF USE. IF A REGISTRANT IS NOT WILLING TO BE BOUND BY THESE TERMS OF USE, SELECT THE “I DO NOT ACCEPT” BUTTON AT THE BOTTOM OF THIS PAGE AND DO NOT ACCESS THE RESTRICTED AREAS OF THE SITE. IF A VISITOR IS NOT WILLING TO BE BOUND BY THESE TERMS OF USE, DO NOT USE THE SITE.
2. ACKNOWLEDGEMENT OF LICENSE GRANT AND SITE CONTENT.
a. Subject to these Terms of Use, Seller hereby grants You a nonexclusive, nontransferable right to (i) access the Site; (ii) access the information, materials, research, studies, reports text, graphics, images, sound files, animation files, video files and any other material made available through the Site, including, without limitation, any and all fabric patterns and project patterns that are protected or protectable (the “Content”) and (iii) download, print and use one copy of the Content for Your personal or internal use only. Unauthorized access to the Site, or to the telecommunications or computer facilities used to deliver the Site, is a breach of the Terms of Use and is a violation of law.
b. You will protect the Content from unauthorized copying or use. Modifications of, additions to, or deletions from the Content are strictly prohibited. Except as specifically permitted in the Terms of Use, You shall not, directly or indirectly, (i) transfer, sell, sublicense, rent or lease the Content; (ii) circumvent any encrypted data or gain access to more materials or data than was licensed or use the Site in any manner which violates the Terms of Use or any applicable laws; (iii) reverse engineer, decompile, disassemble, translate or convert any computer programs used to access the Site (except as local law may permit without violation of local copyright law); or (iv) copy (except as provided herein), reproduce, disclose, distribute, display, perform, publish, adapt, create derivative works of, translate, or otherwise modify the Content or permit any third party to engage in any of the acts proscribed in clauses (i) through (iv). You agree not to remove or alter any printed or on-screen copyright, trademark, trade secret or other legal notices contained on or in the Content. Reproduction of the Content in any form or by any means, including but not limited to information storage and retrieval systems, recordings and re-transmittals, use in any timesharing, service bureau, bulletin board or similar arrangement or public display without Seller’s written permission is forbidden. Upon request, You will provide Seller with evidence of compliance with this Section 2. Any special rules for the use of certain software and other Content accessible on the Site may be included elsewhere within the Site and are incorporated into these Terms of Use by reference.
c. The Content of the Site is protected by copyright and other United States and foreign intellectual property and related laws. The Content includes both material owned or controlled by Seller and material owned or controlled by third parties and licensed to Seller. Title to all Content remains with Seller or the third party owners of such Content. Any use of the Content not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. All rights not expressly granted herein are reserved by Seller. Any questions regarding use of the Content should be directed to allinfo@quilt-gate.com.
3. ELIGIBILITY AND REGISTRATION.
a. The Restricted Area may be made available by Seller to retail sales partners (each, a “Registrant”) and their designated employee(s) as indicated in the registration form (each, a “Designated Employee”) that complete the registration form and can form legally binding contracts under applicable law. A Designated Employee shall be deemed to be acting on behalf of a Registrant at all times. In the event that a Designated Employee is no longer an authorized representative of a Registrant (whether due to termination of employment or otherwise), Registrant shall notify Seller immediately and in writing, of the removal of such employee as the Designated Employee and the appointment of a new Designated Employee for such Registrant, if any, as well as the effective date of any such renewal or appointment. Upon issuance of a reply notice by Seller acknowledging the change in the Registrant’s authorization records, such former Designated Employee shall no longer be deemed to be a Registrant. Seller will be entitled to rely on any notice received by it from a Registrant.
b. In order to use the Restricted Area, a Registrant must: (i) provide certain current, complete, and accurate information about the Registrant as entered on the registration form (“Registration Data”); (ii) maintain and update the Registration Data as required to keep information current, complete, and accurate; (iii) provide all equipment, including a computer and modem, necessary to establish a connection to the World Wide Web; (iv) provide for the Registrant’s own access to the World Wide Web; and (v) pay any telephone or other service fees associated with such access. Seller retains the right to terminate a Registrant’s account and Registrant’s rights to use the Restricted Area if any Registration Data that Registrant provides is untrue, inaccurate, not current, or incomplete, or if Seller has reasonable grounds to believe that any Registration Data is untrue, inaccurate, not current, or incomplete.
4. ACCOUNT PASSWORD AND SECURITY.
a. Access to and use of the Restricted Areas is through a combination of a unique user name (“User Name”) and a password (“Password”) provided by Seller to Registrant upon Seller’s review and acceptance of a prospective Registrant’s Registration Data. Each Registrant is responsible for maintaining the confidentiality of his or her own User Name and Password. Furthermore, each Registrant is entirely responsible for any and all activities which occur under his, her or its User Name and Password. Registrant agrees to immediately notify Seller of any unauthorized use of the Restricted Area or a Registrant’s account or any other breach of security known to Registrant. Although Seller will not be liable for losses caused by any unauthorized use of Registrant’s account, Registrant may be liable for the losses of Seller or others due to such unauthorized use. Seller will treat the Registration Data and all other personally identifiable information it collects in accordance with Seller’s Privacy Policy <http://www.quilt-gate.com/eng/privacy_policy.php>.
b. Registrant is solely responsible for (i) instructing its Designated Employees not to allow another person to use their User Name and Password to access the Restricted Areas; (ii) any charges, damages, or losses that may be incurred or suffered as a result of Registrants' or its Designated Employees’ failure to maintain the strict confidentiality of their User Name and Password; and (iii) promptly informing Seller in writing of any need to deactivate any User Name and Password due to security concerns.
c. Registrant is responsible for all acts or omissions that occur while Registrant’s password(s) is being used by any Designated Employee and indemnifies Seller from any use of the Content by Designated Employees. Registrant is entirely responsible for any and all activities of its Designated Employees.
5. REGISTRANT CONDUCT. You agree that when using the Site, You will act in a manner consistent with the goals of the Site, and by way of example, and not as a limitation, You specifically agree that:
a. You will not, intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any rule or regulation.
b. You will not attempt to “crack,” “hack,” “bomb,” manipulate or otherwise gain unauthorized access to other User accounts, Seller servers, Seller software, or any areas of the Site not intended for Your access.
Violation of any of the above may, at any time without prior notice, result in a warning, temporary limit or suspension or immediate termination of Your account or Your or a particular Designated Employee’s access to the Site, reporting of Your or a particular Designated Employee’s conduct to authorities, or legal action, as may be appropriate in the sole discretion of Seller. Seller has no liability or responsibility to Users or any other person or entity for performance or non-performance of the aforementioned activities. If You believe Your account or Your or a particular Designated Employee’s access to the Site has been terminated in error, please contact Seller. Seller shall not have any liability to You or to any third party in respect of any limitation or suspension of Your or a Designated Employee’s access to the Site.
6. PRIVACY POLICY. Registration Data and other information about Users will be treated in accordance with Seller’s privacy policy <http://www.quilt-gate.com/eng/privacy_policy.php>. In addition to the restrictions on disclosure of Registration Data as set forth in Seller’s Privacy Policy, Seller will not disclose any personally identifiable information about a User unless authorized by that User or unless Seller is required to do so by law or in the good faith belief that such action is necessary to: (a) conform with applicable laws or comply with legal process; (b) protect and defend the rights or property of Seller; or (c) enforce these Terms of Use.
7. COPYRIGHT NOTIFICATION. Seller does not permit copyright infringing activities and other infringement of intellectual property rights on its site, and Seller will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any Content in any Public Area of the site infringes upon or otherwise conflicts with your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):
a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
c. Identification of the material that is claimed to be infringing 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 the service provider to locate the material;
d. Information reasonably sufficient to permit the service provider to contact You, such as an address, telephone number, and an electronic mail address;
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.
Please contact Seller’s designated Copyright Agent (allinfo@quilt-gate.com) to send notifications of claimed infringement. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Seller’s customer service through the Contact Us area of the Site. You hereby acknowledge and agree that if You fail to comply with all of the requirements listed above, Your DMCA notice may not be valid.
8. TRADEMARKS. Seller’s logo and other product and service names of Seller are trademarks of Seller (the “Seller Marks”). You agree not to display, reproduce or otherwise use in any manner Seller Marks without Seller’s prior written permission.
9. LINKS. The Site may provide links to other Web sites or resources. Seller is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Seller shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or services available on such external sites or resources. Seller provides these links and references to You only as a convenience, and inclusion of any link or reference does not imply endorsement of the Web site or other resource.
10. CONFIDENTIAL INFORMATION. Any Content that is provided to or accessible by Registrant through the Restricted Area (including any feedback or improvements prepared by Registrant based upon the Content), will be considered confidential information of Seller. Registrant may only use the confidential information in accordance with these Terms of Use. Registrant will take equivalent measures to protect Seller’s confidential information from disclosure to third parties as it takes to protect its own similar proprietary and confidential information, but no less than a reasonable level of care. Registrant will also return or certify destruction of all of Seller’s confidential information immediately upon Seller’s request, or upon termination of these Terms of Use or Registrant’s access to the Restricted Area. Registrant is responsible for all unauthorized uses or disclosures of Seller’s confidential information by any entity to whom Registrant discloses the confidential information. Registrant agrees that any actual or threatened breach of this Section or of the Terms of Use by Registrant would cause irreparable harm to Seller, that money damages will not provide an adequate remedy and that Seller is entitled to seek (without limiting any other rights or remedies) an injunction or other equitable relief, and Registrant waives posting of any bond or surety.
11. DISCLAIMER OF WARRANTIES.
a. THE USE OF THE SITE IS AT THE USER’S SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS. SELLER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, COMPLETENESS OR TIMELINESS AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. SELLER MAKES NO WARRANTY THAT THE SITE WILL MEET THE USER’S REQUIREMENTS OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED, NOR DOES SELLER MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OBTAINED THROUGH THE SITE.
b. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT THE USER’S OWN DISCRETION AND RISK, AND THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM SELLER OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
c. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO THE REGISTRANT.
12. LIMITATION OF LIABILITY.
a. SELLER SHALL NOT BE LIABLE TO THE USER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE USE OR THE INABILITY TO USE THE SITE, UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF THE USER’S DATA, OR FAILURE OF THE SITE TO STORE THE USER’S DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. IN EACH CASE, THE FOREGOING LIMITATIONS AND EXCLUSIONS ARE INTENDED TO APPLY REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE A CONDITION OF THE OTHER PARTY ENTERING INTO THESE TERMS OF USE AND ARE REFLECTED IN THE FEES OR OTHER COMPENSATION BEING CHARGED TO THE USER FOR ACCESS TO AND USE OF THE SITE.
c. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE USER.
13. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Seller, its subsidiaries, affiliates, principals, shareholders, directors, officers, employees and agents, from any claim, demand, liability, expense, or loss, including reasonable attorneys’ fees, made by any third party due to or arising out of, or in any way connected with Your use of or access to the Site, the Restricted Area or Your violation of these Terms of Use using Your User Name or Password, of any objectionable material.
14. MODIFICATION, WAIVERS, INTEGRATION. Seller may modify these Terms of Use from time to time. Upon any material modification to these Terms of Use, Seller will provide You with notice of the modification and will post the modified Terms of Use, together with a description of the modifications made, via e-mail. The modified Terms of Use will be effective immediately upon its posting on the Site. Your continued use of the Site after the posting of the modified Terms of Use on the Site constitutes Your agreement to abide and be bound by such terms, as modified. Should You object to any modification, Your sole recourse is to stop Your use of the Site. These Terms of Use may not otherwise be modified, except in a writing signed by both parties. No delay or failure on the part of either party in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy. No waiver whatsoever shall be valid unless in writing, signed by the party to be charged, and then only to the extent therein set forth. These Terms of Use constitutes the entire agreement of the parties with respect to the matters contemplated hereby.
15. NOTICES. Any notice or other communication required or permitted to be made under these Terms of Use may be delivered in person, by telecopier transmission, by United States certified or registered mail, by a nationally-recognized overnight courier or, as provided below, by electronic means. Except as otherwise provided herein, a notice shall be effective (a) upon receipt, if delivered in person; (b) upon receipt (confirmed by automatic answer back or like evidence of receipt), if sent by telecopier during normal business hours at the office of the recipient thereof and otherwise at the opening of business at such recipient’s office on the next business day; (c) three (3) days after deposit into the United States mail, if sent by certified or registered mail, return receipt requested; (d) at 11:00 a.m. on the next business day, if sent by overnight courier; and (e) as provided below, if sent by electronic means. In each case, such notice to any party shall be made to the address of such party indicated (i) in the case of Seller, below, or (ii) in the case of the Registrant, in the registration form. Either party may from time to time change its address for receiving notices in writing, or its electronic address, by posting a change of address on the Site or by sending a notice to the other party in writing or by electronic means promptly confirmed in a writing. Any notice or other communication to be made hereunder, even if otherwise required to be in writing under other provisions of these Terms of Use, may alternatively be made in an electronic record transmitted electronically to the electronic addresses set forth (1) in the case of Seller, below, or (2) in the case of the Registrant, in the registration form. Any notice or other communication made in electronic form will have the same legal effect and enforceability as if made in non-electronic form. Seller may also broadcast notices, messages or other matters of importance on this Site; such broadcasts shall constitute notice to Users.
16. ASSIGNMENT. You shall not assign or otherwise transfer these Terms of Use, in whole or in part, or delegate or subcontract any of its rights or obligations hereunder, without Seller’s prior written consent, such consent not to be unreasonably withheld. Any attempted transfer or delegation by You without Seller’s consent will be void. These Terms of Use will bind and inure to the benefit of each party's successors and permitted assigns.
17. GOVERNING LAW, ARBITRATION, ETC. Any controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, shall be settled by arbitration in New York City in accordance with the laws of the State of New York. Such arbitration shall be conducted in accordance with the Rules of the American Arbitration Association and judgment upon the award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction thereof.
18. THIRD PARTIES. These Terms of Use shall confer no rights upon any other party other than the parties hereto.
19. PARTIAL INVALIDITY. The invalidity or unenforceability of any one or more sections of these Terms of Use shall not affect the validity or enforceability of its remaining provisions.
20. SECTION HEADINGS. Captions are for the ease of reference only and shall not affect the meaning of the relevant provisions.
21. ACKNOWLEDGMENT. You acknowledge that You have read and understand these Terms of Use, and that these Terms of Use have the same force and effect as a signed agreement.
Cosmo Textile co.,ltd.
2-15,Bakuromachi 4-chome, chuo-ku, Osaka-Japan
Tel: +81-6-6258-0475
Email: allinfo@quilt-gate.com
