The Quilt
WEB SITE TERMS AND CONDITIONS
Date of
Last Revision: February 3, 2008
PLEASE READ
THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEB
SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND
ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT
AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEB SITE.
These terms
and conditions of use (“Site Terms”) apply exclusively to your access to,
and use of, the Web site of The Quilt, Inc. ("Company”), located at http://www.thequilt.net/
(the "Site"). These Site Terms do not alter in any way the terms or
conditions of any other agreement you or your employer may have with
Company, or its subsidiaries or affiliates, for products, services or
otherwise.
Company
reserves the right to change or modify any of the terms and conditions
contained in the Site Terms or any policy or guideline of the Site, at any
time and in its sole discretion. Any changes or modification will be
effective immediately upon posting of the revisions on the Site, and you
waive any right you may have to receive specific notice of such changes or
modifications. Your continued use of this Site following the posting of
changes or modifications will confirm your acceptance of such changes or
modifications. Therefore, you should frequently review the Site Terms and
applicable policies from time-to-time to understand the terms and conditions
that apply to your use of the Site. If you do not agree to the amended
terms, you must stop using the Site.
Please
direct any question regarding the use of the Site, to info@thequilt.net.
1.
Privacy Policy
Please refer to our
Privacy Policy for information on how Company collects, uses and
discloses personally identifiable information from its users.
2.
Copyright and Limited License
Unless otherwise
indicated in the Site, the Site and all content and other materials on the
Site, including, without limitation, the Company logo, and all designs,
text, graphics, pictures, information, data, software, sound files, other
files and the selection and arrangement thereof (collectively, the "Site
Materials") are the proprietary property of Company or its licensors or
users and are protected by U.S. and international copyright laws.
You are
granted a limited, non-sublicensable license to access and use publicly
available areas of the Site for your informational, non-commercial and
personal use only.
The member only portions of the Site may only be accessed and viewed by
board members of Company ("Members") and their employees whose duties
reasonably require such disclosure ("Authorized Users"). Authorized Users
are granted a limited,
non-sublicensable
license to access and use the member-only areas of the Site for your
informational, non-commercial and internal business use only.
The foregoing licenses are subject to these Site Terms and do not include:
(a) any resale or commercial use of the Site or the Site Materials therein;
(b) the collection and use of any product listings, pictures or
descriptions; (c) the distribution, public performance or public display of
any Site Materials, (d) modifying or otherwise making any derivative uses of
the Site and the Site Materials, or any portion thereof; (e) use of any data
mining, robots or similar data gathering or extraction methods; (f)
downloading (other than the page caching) of any portion of the Site, the
Site Materials or any information contained therein, except as expressly
permitted on the Site; or (g) any use of the Site or the Site Materials
other than for its intended purpose. Any
access or use of the Site or the Site Materials other than as specifically
authorized herein, without the prior written permission of Company,
is strictly prohibited and will terminate the license granted herein. Such
unauthorized use may also violate applicable laws including without
limitation copyright and trademark laws and applicable communications
regulations and statutes. By accessing or using the members only portion of
the Site, you represent and warrant that you are an authorized employee of a
Member, and you agree to immediately stop using the Site when such
authorization ceases or when your employer is no longer a member of Company.
Unless explicitly stated herein, nothing in these Site Terms shall be
construed as conferring any license to intellectual property rights, whether
by estoppel, implication or otherwise. This license is revocable at any
time.
3.
Repeat Infringer Policy
In
accordance with the Digital Millennium Copyright Act (DMCA) and other
applicable law, Company has adopted a policy of terminating, in appropriate
circumstances and at Company's sole discretion, subscribers or account
holders who are deemed to be repeat infringers. Company may also at its
sole discretion limit access to the Site and/or terminate the accounts of
any users who infringe any intellectual property rights of others, whether
or not there is any repeat infringement.
4.
Copyright Complaints
If you
believe that anything on the Site infringes upon any copyright which you own
or control, you may file a notification of such infringement with our
Designated Agent as set forth in our
Copyright Policy.
We may give
notice of a claim of copyright infringement to our users by means of a
general notice on the Site, electronic mail to a user's email address in our
records, or by written communication sent by first-class mail to a user's
address in our records.
3.
Repeat Infringer Policy
In
accordance with the Digital Millennium Copyright Act (DMCA) and other
applicable law, Company has adopted a policy of terminating, in appropriate
circumstances and at Company's sole discretion, subscribers or account
holders who are deemed to be repeat infringers. Company may also at its
sole discretion limit access to the Site and/or terminate the accounts of
any users who infringe any intellectual property rights of others, whether
or not there is any repeat infringement.
4.
Copyright Complaints
If you
believe that anything on the Site infringes upon any copyright which you own
or control, you may file a notification of such infringement with our
Designated Agent as set forth in Company's
Copyright Policy.
We may give
notice of a claim of copyright infringement to our users by means of a
general notice on the Site, electronic mail to a user's email address in our
records, or by written communication sent by first-class mail to a user's
address in our records.
5.
Trademarks
The Quilt and the Quilt logo are registered trademarks of the University
Corporation for Advanced Internet Development and Internet2. Any other
product or service name or slogan contained in the Site may also be
trademarks of Company and its suppliers or licensors. These trademarks may
not be copied, imitated or used, in whole or in part, without the prior
written permission of Company or the applicable trademark holder. You may
not use any metatags or any other "hidden text" utilizing "Company" or any
other name, trademark or product or service name of Company without our
prior written permission. In addition, the look and feel of the Site,
including all page headers, custom graphics, button icons and scripts, is
the service mark, trademark and/or trade dress of Company and may not be
copied, imitated or used, in whole or in part, without our prior written
permission. All other trademarks, registered trademarks, product names and
company names or logos mentioned in the Site are the property of their
respective owners. Reference to any products, services, processes or other
information, by trade name, trademark, manufacturer, supplier or otherwise
does not constitute or imply endorsement, sponsorship or recommendation
thereof by us.
6.
Hyperlinks
You are granted a limited, non-exclusive right to create a text hyperlink to
a public section of the Site for noncommercial purposes, provided such link
does not portray Company or any of its products and services in a false,
misleading, derogatory or otherwise defamatory manner and provided further
that the linking site does not contain any adult or illegal material or any
material that is offensive, harassing or otherwise objectionable. This
limited right may be revoked at any time. You may not create a text
hyperlink to a Member Only section of the Site, whether or not the section
is password protected. You may not use a Company logo or other proprietary
graphic of Company to link to this Site without the express written
permission of Company. Further, you may not use, frame or utilize framing
techniques to enclose any Company trademark, logo or other proprietary
information, including the images found at the Site, the content of any text
or the layout/design of any page or form contained on a page on the Site
without Company's express written consent. Except as noted above, you are
not conveyed any right or license by implication, estoppel or otherwise in
or under any patent, trademark, copyright or proprietary right of Company or
any third party.
Company
makes no claim or representation regarding, and accepts no responsibility
for, the quality, content, nature or reliability of third-party Web sites
accessible by hyperlink from the Site, or Web sites linking to the Site.
Such sites are not under the control of Company and Company is not
responsible for the contents of any linked site or any link contained in a
linked site, or any review, changes or updates to such sites. Company
provides these links to you only as a convenience, and the inclusion of any
link does not imply affiliation, endorsement or adoption by Company of any
site or any information contained therein.
When you
leave the Site, you should be aware that our terms and policies no longer
govern. You should review the applicable terms and policies, including
privacy and data gathering practices, of any site to which you navigate from
the Site.
7.
Third Party Content
Company may provide third party content on the Site and may provide links to
Web pages and content of third parties (collectively the "Third Party
Content") as a service to those interested in this information. Company
does not monitor or have any control over any Third Party Content or third
party Web sites. Company does not endorse or adopt any Third Party Content
and can make no guarantee as to its accuracy or completeness. Company does
not represent or warrant the accuracy of any information contained therein
and undertakes no responsibility to update or review any Third Party
Content. Users use such Third Party Content contained therein at their own
risk.
8.
Advertisements and Promotions; Third-Party Products and Services
Company may
run advertisements and promotions from third parties on the Site or may
otherwise provide information about or links to third-party products or
services on the Site. Your business dealings or correspondence with, or
participation in promotions of, such third parties, and any terms,
conditions, warranties or representations associated with such dealings or
promotions are solely between you and such third party. Company is not
responsible or liable for any loss or damage of any sort incurred as the
result of any such dealings or promotions or as the result of the presence
of such non-Company advertisers or third party information on the Site.
9.
Submissions
You acknowledge and agree that any materials, including but not limited to
questions, comments, suggestions, ideas, plans, notes, drawings, original or
creative materials or other information provided by you in the form of email
or other submissions to Company, or any postings on the Site, are
non-confidential and shall become the sole property of Company. Company
shall own exclusive rights, including all intellectual property rights, and
shall be entitled to the unrestricted use and dissemination of these
materials for any purpose, commercial or otherwise, without acknowledgment
or compensation to you.
10.
User Content and Interactive Services or Areas
The Site may
include discussion forums, user generated content or other interactive areas
or services (“Interactive Areas”), including chat rooms or message boards,
online hosting or storage services, or other areas or services in which you
or other users create, post or store any content, messages, materials, data,
information, text, music, sound, photos, video, graphics, code or other
items or materials on the Site ("User Content"). You are solely responsible
for your use of such Interactive Areas and use them at your own risk. By
using any Interactive Areas, you agree not to post, upload to, transmit,
distribute, store, create or otherwise publish through the Site any of the
following:
a. User
Content that is unlawful, libelous, defamatory, obscene, pornographic,
indecent, lewd, suggestive, harassing, threatening, invasive of privacy or
publicity rights, abusive, inflammatory, fraudulent or otherwise
objectionable;
b. User
Content that would constitute, encourage or provide instructions for a
criminal offense, violate the rights of any party, or that would otherwise
create liability or violate any local, state, national or international law,
including, without limitation, the regulations of the U.S. Securities and
Exchange Commission or any rules of a securities exchange such as the New
York Stock Exchange, the American Stock Exchange or the NASDAQ;
c. User
Content that may infringe any patent, trademark, trade secret, copyright or
other intellectual or proprietary right of any party. By posting any User
Content, you represent and warrant that you have the lawful right to
distribute and reproduce such User Content;
d. User
Content that impersonates any person or entity or otherwise misrepresents
your affiliation with a person or entity;
e.
Unsolicited promotions, political campaigning, advertising or solicitations;
f. Private
information of any third party, including, without limitation, addresses,
phone numbers, email addresses, Social Security numbers and credit card
numbers;
g. Viruses,
corrupted data or other harmful, disruptive or destructive files; and
h. User
Content that, in the sole judgment of Company, is objectionable or which
restricts or inhibits any other person from using or enjoying the
Interactive Areas or the Site, or which may expose Company or its users to
any harm or liability of any type.
Company
takes no responsibility and assumes no liability for any User Content
posted, stored or uploaded by you or any third party, or for any loss or
damage thereto, nor is Company liable for any mistakes, defamation, slander,
libel, omissions, falsehoods, obscenity, pornography or profanity you may
encounter. Your use of Interactive Areas is at your own risk. As a
provider of interactive services, Company is not liable for any statements,
representations or User Content provided by its users in any public forum,
personal home page or other Interactive Area. Although Company has no
obligation to screen, edit or monitor any of the Content posted in any
Interactive Area, Company reserves the right, and has absolute discretion,
to remove, screen or edit any User Content posted or stored on the Site at
any time and for any reason without notice, and you are solely responsible
for creating backup copies of and replacing any User Content you post or
store on the Site at your sole cost and expense.. Any use of the
Interactive Areas or other portions of the Site in violation of the
foregoing violates these Site Terms and may result in, among other things,
termination or suspension of your rights to use the Interactive Areas and/or
the Site. In order to cooperate with legitimate governmental requests,
subpoenas or court orders, to protect Company's systems and customers, or to
ensure the integrity and operation of Company's business and systems,
Company may access and disclose any information it considers necessary or
appropriate, including, without limitation, user profile information (i.e.
name, e-mail address, etc.), IP addressing and traffic information, usage
history, and posted User Content. Company's right to disclose any such
information shall govern over any terms of Company's Privacy Policy.
If you post
User Content to the Site, unless we indicate otherwise, you grant Company
and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and
fully sublicensable right to use, reproduce, modify, adapt, publish,
translate, create derivative works from, distribute, perform and display
such User Content throughout the world in any media [on or in connection
with the Site]. You grant Company and its affiliates and sublicensees the
right to use the name that you submit in connection with such content, if
they choose. You represent and warrant that (a) you own and control all of
the rights to the User Content that you post or you otherwise have the right
to post such User Content to the Site; (b) the User Content is accurate and
not misleading; and (c) use and posting of the User Content you supply does
not violate these Site Terms and will not violate any rights of or cause
injury to any person or entity.
11.
Confidential and Sensitive Information
You
acknowledge that the member only portion of the Site contains confidential ,
sensitive and proprietary information of Company and its Members, including
without limitation information about vendors, pricing, programs, survey
results, facility locations and other nonpublic information about the Quilt
and its Members ("Confidential Information"). You agree to protect the
confidentiality of the Confidential Information with at least the same
degree of care employed with respect to your own organization's confidential
or proprietary information and not to disclose any such Confidential
Information to anyone other than Members and Member employees whose duties
reasonably require such disclosure and who are under a written obligation to
maintain the confidentiality of the Confidential Information.
12.
Registration Data; Account Security
In
consideration of your use of the Site, you agree to (a) provide accurate,
current and complete information about you as may be prompted by any
registration forms on the Site ("Registration Data"); (b) maintain the
security of your password and identification; (c) maintain and promptly
update the Registration Data, and any other information you provide to
Company, to keep it accurate, current and complete; and (d) accept all risks
of unauthorized access to the Registration Data and any other information
you provide to Company.
13.
Indemnification
You agree to defend, indemnify and hold harmless Company, its independent
contractors, service providers and consultants, and their respective
directors, employees and agents, from and against any claims, damages,
costs, liabilities and expenses (including, but not limited to, reasonable
attorneys' fees) arising out of or related to any User Content you post,
store or otherwise transmit on or through the Site or your use of the
Interactive Areas, including without limitation any actual or threatened
suit, demand or claim made against Company and/or its independent
contractors, service providers, employees, directors or consultants, arising
out of or relating to the User Content, your conduct, your violation of
these Site Terms or your violation of the rights of any third party.
14.
Disclaimer
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY COMPANY, THE
SITE, THE SITE MATERIALS CONTAINED THEREIN AND ANY SERVICES PROVIDED ON OR
IN CONNECTION THEREWITH (THE "SERVICES") ARE PROVIDED ON AN "AS IS" BASIS
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT AND
MATERIALS IN THE SITE. COMPANY DOES NOT REPRESENT OR WARRANT THAT MATERIALS
IN THE SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR
ERROR-FREE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS
SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
COMPANY IS
NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING,
TEXT, PHOTOGRAPHY OR OTHERWISE. WHILE COMPANY ATTEMPTS TO MAKE YOUR ACCESS
AND USE OF THE SITE AND THE SERVICES SAFE, COMPANY CANNOT AND DOES NOT
REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED
SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
Company
reserves the right to change any and all content contained in the Site and
any Services offered through the Site at any time without notice. Reference
to any products, services, processes or other information, by trade name,
trademark, manufacturer, supplier or otherwise does not constitute or imply
endorsement, sponsorship or recommendation thereof, or any affiliation
therewith, by Company.
15.
Limitation of Liability
IN NO EVENT SHALL COMPANY, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE
LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY
OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF
PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING
BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, THE
CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE,
INCLUDING WITHOUT LIMITATION ANY DAMAGES CASED BY OR RESULTING FROM RELIANCE
BY USER ON ANY INFORMATION OBTAINED FROM COMPANY, OR THAT RESULT FROM
MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS,
DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF
PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS
FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY'S RECORDS,
PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY,
WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE,
PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY,
ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE EXCEED
ANY COMPENSATION YOU PAY, IF ANY, TO COMPANY FOR ACCESS TO OR USE OF THE
SITE.
16.
Applicable Law and Venue
These Site Terms and your use of the Site shall be governed by and construed
in accordance with the laws of the State of Washington, applicable to
agreements made and to be entirely performed within the State of Washington,
without resort to its conflict of law provisions. You agree that any action
at law or in equity arising out of or relating to these Site Terms shall be
filed only in the state and federal courts located in King County,
Washington and you hereby irrevocably and unconditionally consent and submit
to the exclusive jurisdiction of such courts over any suit, action or
proceeding arising out of these Site Terms.
17.
Termination
Notwithstanding any of these Site Terms, Company reserves the right, without
notice and in its sole discretion, to terminate your license to use the
Site, and to block or prevent future your access to and use of the Site.
18.
Severability
If any provision of these Site Terms shall be deemed unlawful, void or for
any reason unenforceable, then that provision shall be deemed severable from
these Site Terms and shall not affect the validity and enforceability of any
remaining provisions.
19.
Questions & Contact Information
Questions or comments about the Site may be directed to Company at the email
address
info@thequilt.net.
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