2. Description of Clasmade Property2.1 Clasmade Property is described as any and all property, content, services, software, websites, platforms, interfaces, tools, products, data, applications, metadata, images, sound, photographs, graphics, video, streams, advertisements, messages, products, materials, designs, telecommunication services, or technology owned by Clasmade and made available to you directly or indirectly by Clasmade or its affiliates, licensees, partners, parents, subsidiaries and entrusted third-party vendors.
2.2 Subject to these Terms, Clasmade hereby grants you a non-exclusive, non-transferable, revocable right for personal use of Clasmade Property as intended and permitted by Clasmade. No other use is permitted without the prior written permission of Clasmade. Clasmade and its affiliates, licensees, subsidiaries, parents and partners shall exclusively own and hold all right, title and interest in and to Clasmade Property including, without limitation, any and all intellectual property. You receive no ownership rights or other rights in Clasmade Property, other than rights to the use of Clasmade Property permitted in these Terms, and shall not directly or indirectly contest Clasmade’s ownership of Clasmade Property. You may not reproduce, publish, transmit, distribute, publicly display, rent or lend, modify, license, create derivative works from, sell or participate in the sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Clasmade content so provided.
3. Your Access, Use, and Obligations3.1 Personal Use: As a User of the Website and Clasmade Property, your access to and the use of the Website and Clasmade Property is to order and purchase Clasmade products or to inquire about Clasmade products, services, or information described on this Website and Clasmade Property. You may not reproduce, publish, transmit, distribute, publicly display, rent or lend, modify, license, create derivative works from, sell or participate in the sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Clasmade content so provided.
3.2 You agree to: (a) provide, accurate, current, and complete information on any Clasmade registration form(s) and/or page(s); and (b) maintain the security of your Clasmade password and identification. You agree that you are responsible for all activities and conduct that occurs with the use of your Clasmade account password and User name. As such, to the extent permitted by applicable law, you may be held liable for losses incurred by Clasmade or its Users due to third-party use of your Clasmade User name, password, or account as a result of your failure to keep your account information secure and confidential. You acknowledge, understand, and agree that you are solely, entirely and exclusively responsible for all User information and content that is uploaded, displayed on, posted, emailed or transmitted through your Clasmade account with the use of your password and user name, and any consequences thereof. You agree not to register more than one Clasmade User account on behalf of an individual or entity other than yourself. Clasmade reserves the right to suspend or terminate at its sole discretion any User account for violations of any terms herein.
3.3 You agree that you will not use this Website and Clasmade Property to: (a) transmit spam, bulk or unsolicited communications; (b) use a false identity or use someone else's identity; (c) misrepresent your affiliation with a person or entity; (d) engage in or encourage conduct that violates any applicable local, state, federal, or international law; (e) transmit software viruses or any other computer code, files or programs designed to interrupt, destroy, harm, or limit the functionality of any computer software or hardware or telecommunications equipment; (f) stalk, threaten or harass (g) evade, disable or otherwise interfere with security features and functions of the Website and Clasmade Property.
4. User ContentUsers have the option of personalizing orders through the Website and Clasmade Property. Clasmade offers Clasmade-exclusive stock clip-art images ("Clasmade Images") for User orders, but Users are free to use their own images, words, phrases and content for personalized orders ("User Content"). You are entirely and exclusively responsible for all User Content that you upload, post, display, or otherwise transmit on or through the Website and Clasmade Property for orders. Clasmade has no responsibility or control over the creation, development, and/or source of User Content. Users represent that they own or have permission from the owner of any copyrighted or trademarked material they upload to the Website. Users agree not to upload any information, content or material that violates or infringes the intellectual property rights of any others. Users agree to indemnify and hold Clasmade and its affiliates, licensees, partners, parents, subsidiaries harmless from any claims and expenses, including reasonable attorneys' fees, related to Users' violation of this Agreement, including but not limited to any lawsuits against Clasmade and its affiliates, licensees, partners, parents, subsidiaries arising out of Users' unauthorized use and/or infringement of another's intellectual property. Clasmade reserves the right to cancel orders containing User Content that it believes violates intellectual property rights of others. By placing an order You grant Clasmade (and its assignees, sublicensees, and their assignees) a non-exclusive, worldwide, indefinite, continuous, irrevocable, royalty-free right to use your User Content (including intellectual property) for not only producing your order, but for use on this Website, Clasmade Property, and in any media known now or developed in the future.
5. Website TransactionsThe prices displayed on the Website are quoted and presented in U.S. Dollars and are subject to change at any time. We reserve the right to refuse any order you place with us. We reserve the right to cancel any order you place with us. We may, at our sole discretion, limit or cancel quantities purchased per person or per order. In the event we make a change to or cancel an order, we will attempt to notify you by contacting the email and/or billing address and/or phone number provided at the time the order was placed. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. The creation or transmission of an order confirmation by Clasmade does not signify acceptance of your order, nor constitute a binding confirmation of an offer to sell any product and we reserve the right to accept or decline your order for any reason up until the time the product is in production or is actually delivered to you. You agree and acknowledge that you cannot cancel a personalized order and receive a refund once your order is in production. If you are unsatisfied with a product or have any questions about a product, please contact Customer Service.
7. Links to Other Sites and AdvertisementsThe Website may contain links to third-party websites. These links are provided solely for your convenience and cannot in any way be construed or interpreted as an endorsement by Clasmade of the content of the third-party websites. Clasmade is not responsible in any way for the content of those third-party websites. The Website may also contain advertisements by third-parties. Clasmade is not responsible for the content of those advertisements or any transactions entered into between you and a third-party advertiser for services provided by such third-party advertiser. If you decide to enter into any transactions with third-party advertisers, you do so at your own risk. Clasmade further does not make any representations regarding the content or accuracy of materials on third-party Websites or by third-party advertisers. If you decide to access linked third-party Websites, you do so solely at your own risk and of your own choosing.
8. Advertisements and PromotionsWe may allow for advertisements and promotions on the Website, including, without limitation, on behalf of third-parties. All such communication, interaction and participation is strictly and solely between you and such advertisers/third-parties and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the advertisers/third-parties or any goods or services you may purchase or obtain from any advertiser/third-party).
10. Intellectual Property Rights10.1 Copyright. We own the copyright(s) to the arrangement and information on the Website and Clasmade Property. You agree not to reproduce, link to, modify, copy, lease, loan, sell, distribute, store, publish, display, download, transmit, imitate, or create derivative works of Clasmade content and/or Clasmade Property, in whole or in part.
10.2 Copyright Infringement. If you are a copyright owner or an agent thereof and believe that any content on the Website infringes upon your copyright(s), you may submit a notification pursuant to the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 ("DMCA"), by providing our Designated Agent the following information in writing:
- Your contact information, including your name, address, telephone number, and email address;
- The identification, description and location of each copyrighted work that you claim has been infringed;
- 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;
- 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 copyright owners; and
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
Name of Designated Agent: ****
Contact Information for Designated Agent: ****
Upon receipt of an infringement notification by the Designated Agent, it is our policy to remove infringing material from the Website and Clasmade Property. You acknowledge and agree that your failure to comply with all of the requirements of this Section 10, your DMCA notice may not be valid. Please note any correspondence, communication, and information provided to us through a notification of infringement may be shared with third parties. Any person sending a notification of infringement is hereby notified that under Section 512(f) of the DMCA, any person who knowingly sends meritless notices of infringement may be liable for damages.
10.3 Trademarks. "Trademarks" refers to all names, marks, brands, logos, designs, trade dress, slogans and other designations Clasmade uses in connection with the Website, Clasmade Property and services. You agree to comply with Clasmade's trademark usage requirements as may be in effect from time to time. You may not use, remove or alter any Clasmade trademarks without Clasmade's prior written consent. You agree not to incorporate any Clasmade Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related information website, products, services or technologies.
11. AssignmentThese Terms, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Clasmade without restriction and without notice to you.
12. IndemnityYou agree to indemnify and hold Clasmade, its employees, officers, directors, agents, affiliates, subsidiaries, parents and other partners and their employees, harmless from and against any and all claims, demands, actions, liabilities, losses, expenses, damages, costs and reasonable attorneys' fees due to or arising directly or indirectly out of or relating to: (a) your use of the Website, Clasmade Property and/or Clasmade services, (b) your engagement in transactions on this Website, (c) your unlawful use of third-party trademarks and intellectual property, and (d) your violation of any of these Terms. Clasmade reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and all negotiation for its settlement or compromise (as applicable), and in each such case, you agree to fully cooperate with us upon our request.
13. Legal Disputes13.1 Jurisdiction: This Agreement is governed by the laws of the state of Arizona and shall be subject to the exclusive jurisdiction of the courts in Phoenix, Arizona in the County of Maricopa. The offer and acceptance of this Agreement is deemed to have occurred in the State of Arizona. You agree that any dispute arising from or relating to this Agreement will be heard solely by a court in Phoenix, Arizona in the County of Maricopa. You further agree that the prevailing party is entitled to all of its reasonable attorneys' fees and court costs from the unsuccessful party in any dispute.
13.2 Mediation: Prior to the filing of a lawsuit, You and Clasmade each agree that any and all disputes, controversies, and/or claims that have arisen or may arise out of this Agreement or use of this Website and/or Clasmade Property, whether based on past, present, or future events, shall be mediated out of court in an attempt at resolution through mediation. The fees and cost of the mediation shall be shared equally between You and Clasmade. A demand for mediation shall be served via a written demand in person or by mail to the opposing party.
14. Disclaimer and Limitation of Liability14.1 THIS SITE AND ITS CONTENTS ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SITE AND CONTENT WILL BE AVAILABLE FOR USE, OR THAT ALL FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. WITHOUT LIMITING THE FOREGOING, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY MALICIOUS CODE OR SOFTWARE VIRUSES, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISING OUT OF YOUR USE OF THIS SITE. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, TRUTHFULNESS, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, RELIABILITY, AUTHENTICITY, SECURITY AND VALIDITY OF ANY AND ALL FEATURES, FUNCTIONS, AND SERVICES OF THE WEBSITE.
14.3 TO THE FULLEST EXTENT PERMITTED BY LAW, THE CLASMADE PARTIES ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, MONIES, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE AND CLASMADE PROPERTY, EVEN IF CLASMADE HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO: (A) THE USE OF OR THE INABILITY TO USE THE WEBSITE AND CLASMADE PROPERTY; (B) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY, INCLUDING, WITHOUT LIMITATION, UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR CONTENT, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; (C) OR DEATH OR PERSONAL INJURY.