1. User’s Acknowledgment and Acceptance of Terms
2. Description of Services; Access Right
2.1 We make various services available on this Site including, but not limited to, Lookbooks, configurators, design services, social network connections, product views, and other like services (“Site Services”). We reserve the right to amend, augment, or eliminate any of the Site Services at Our discretion.
2.2 Subject to all of the terms and conditions of this Agreement, We hereby grant to User a non-exclusive, revocable, and limited right to access and use the Site in strict compliance with this Agreement (“Access Right”). We reserve the right to suspend or revoke this Access Right at Our discretion without notice. Notwithstanding the foregoing Access Right, We have the right to change, suspend, or discontinue any of the Site Services or any other aspects or features of the Site at any time, and from time to time, including the availability of any content or features on the Site. This Access Right granted to User under this Agreement will immediately terminate upon the expiration, cancellation or termination of this Agreement for any reason.
3.1 In order to access some of the Site Services on this Site, You will be required to use an account and password that can be obtained by completing Our online registration form, which requests certain information and data (“Registration Data“), and maintaining and updating Your Registration Data as required. By registering, You agree that all information provided in the Registration Data is true and accurate and that You will maintain and update this information as required in order to keep it current, complete, and accurate. User also agrees that User is solely responsible for: (i) maintaining the confidentiality of the Registration Data; and (ii) for all uses of its Registration Data regardless of whether these uses are authorized by User. User will also immediately notify Us of any unauthorized use of the User’s Registration Data.
4. Conditions on Access Right to Use Site
4.1 Your use of the Site is subject to all applicable laws and regulations, and You are solely responsible for the substance of Your communications (and the substance of the communications of any other party that gains access to Your Registration Data) through the Site.
4.2 By using any of the Site Services, including, but not limited to, posting information, data, or communication in or otherwise using any communications service, chat room, message board, newsgroup, software library, other interactive service, or any other Site Services that may be available to You on or through this Site, You agree that You will not (either directly or indirectly) upload, share, post, publish, transmit, or otherwise distribute (or facilitate others to do any of the foregoing) through or by using the Site any content, including, without limitation, any text, communications, software, images, photos, drawings, charts, sounds, data, works, or any other information or material, or any personal identifiable information related to the User (collectively, “Content”) that: (a) You do not own, or (if You do not own it) You do not have the absolute right to use; (b) is unlawful, threatening, contains explicit or graphic descriptions or accounts of sexual acts or otherwise violates Our rules or policies; (c) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (d) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; (e) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (f) impersonates any person or entity, including any of Our employees or representatives; (g) violates any other laws or regulations; or (h) is otherwise used in violation of this Agreement.
4.4 As a further condition of Your use of the Site, User covenants to CDI that User will not use the Site: (i) for any unlawful purpose; (ii) for any purpose that is prohibited by this Agreement; or (iii) in any manner that could damage, disable, overburden, or impair the Site or any of CDI’s servers, or interfere with any other party’s use and enjoyment of the Site.
4.5 User is responsible for obtaining and maintaining any equipment or ancillary services needed to connect to or access the Site, including, without limitation, Internet connections, modems, hardware, software, and long distance or local telephone service.
4.6 Without limiting the generality of the foregoing, User agrees to all of the following provisions:
(a) Users are prohibited from violating or attempting to violate the security of the Site or any servers hosting the Site, including, without limitation, (i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host, or network; or (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services;
(b) That any violations of any system or network security (including, but not limited to, that of the Site) may result in civil or criminal liability and CDI has the right to investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.
(c) CDI also reserves the right to cooperate with any and all law enforcement agencies, including complying with warrants, court orders and subpoenas and disclosing to law enforcement agencies any information about any User and anything a User does with respect to the Site. By Client’s use of the Site, User authorizes CDI to take such action.
4.7 Each time User uploads, transmits, or otherwise contributes any Content to the Site, User hereby represents and warrants to CDI that User has the lawful right to distribute and reproduce such Content. Also, User is solely responsible for its conduct (and the conduct of all others using its Registration Data) while using the Site, including, but not limited to, all Content in any folders or web pages, or through any other transactions or interactions User generates, transmits, or maintains via the Site. CDI takes no responsibility for any such online distribution or publication by User or by any other party. CDI cannot and will not review every message or other Content that User or any other party may generate or post, and CDI is not responsible for the Content thereof.
4.8 In addition to any other right to terminate this Agreement, CDI has the absolute right to immediately terminate, without warning, any account which it believes, in its sole discretion, breaches any of the provisions of this Section 4.
5. Third Party Sites and Information
This Site may link You to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties (“Third Party Sites”). These Third Party Sites and third parties are not under CDI’s control, and You acknowledge that we are not responsible for the content of such Third Party Sites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the Third Party Site or third party, or any warranty of any kind, either express or implied. No Third Party Site is authorized to make any representations or warranties on Our behalf. Your visit to any Third Party Sites is subject to the terms and conditions of such Third Party Sites, and not this Site’s Agreement. User should refer to each Third Party Site’s specific terms.
6. Intellectual Property
6.1 For purposes of this Agreement, the term “CDI Content” means all inventions, processes, techniques, software, computer programs, website designs, information, data, analysis, formulae communications, reports, photos, video, images, graphics, music, sounds, trademarks/service marks, and any other material, contents and services that can be accessed, viewed or otherwise used by Users via, on, or through the Site, including, but not limited to, via message boards, chat, and blogs. User hereby agrees that all CDI Content presented to You on or through the Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of CDI and/or its Affiliates and/or the person who posted the CDI Content.
6.2 This Agreement shall not be interpreted to grant, and does not grant, to User any right or license to use any of CDI Content or any intellectual property rights in or arising out of the CDI Content except to the limited extent that User must technically and necessarily use a particular CDI Content to perform User’s Access Right, but only if the User is using the Site in strict compliance with this Agreement.
6.3 In addition to any other conditions on Client’s Access Right as set forth in this Agreement, Client’s Access Right is subject to the following additional conditions: (i) User shall not modify, disassemble, decompile or reverse translate or create derivative works from any of the CDI Content or otherwise attempt to derive any source code of the same or let any third party do the same; (ii) no copyrighted material, content, or any other CDI Content may be downloaded, modified, copied, displayed, transferred, distributed, sold, published, broadcast or otherwise used except as expressly stated either in such materials or in this notice without the express prior written permission of CDI (which CDI may or may not grant in its sole discretion); (iii) User shall not remove, alter, cover or obscure any copyright notices or other proprietary rights notices of CDI or any other party placed on or embedded in the CDI Content and shall otherwise retain all such notices on all copies of the same; and (iv) use of any of CDI Content is prohibited unless such use is explicitly permitted by a provision in this Agreement and the User is an authorized User in good standing. Unauthorized use is a violation of copyright and other intellectual property rights and is actionable under law.
6.4 User agrees to keep strictly confidential all CDI Content which is not made publically available by the Site. User also acknowledges and agrees that the terms and conditions of this provision shall survive the cancellation, expiration or termination of this Agreement for any reason.
7. Use of User’s Content
8. Intellectual Property Infringements
It is CDI’s policy to respect the copyrights and other intellectual property of others, and You are required to do the same. CDI has the absolute right to (i) immediately terminate, without warning, accounts of any Users who (in CDI’s determination) appear to infringe upon the copyright or intellectual property rights of others, and (ii) remove any material or content, including, without limitation, any of the Content as such term is defined in Section 4.2 above, from the Site that, in CDI’s sole determination, may infringe the copyright or other intellectual property rights of any third party.
9. Disclaimer of Warranties
ALL MATERIALS AND SERVICES MADE AVAILABLE BY, OR ON, THIS SITE (INCLUDING, WITHOUT LIMITATION, ALL OF THE SITE SERVICES AND ALL CDI ASSETS, AS SUCH TERMS ARE DEFINED ABOVE) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
CDI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
CDI DOES NOT WARRANT THAT THE SITE OR THAT ANY MATERIALS OR SERVICES MADE AVAILABLE BY, OR ON, THIS SITE (INCLUDING, WITHOUT LIMITATION, ANY SITE SERVICES OR ANY CDI ASSETS) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THE SERVER MAKING THIS SITE AVAILABLE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS.
Content available through this Site often represents the opinions and judgments of an information provider, another User of the Site (other than You), or other person or entity not connected with Us. We do not endorse, nor are We responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized CDI spokesperson speaking in his/her official capacity.
Without limiting the generality of the foregoing, You further understand and agree that the Site Services available on this Site are provided “AS IS” and that We assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
10. Limitation of Liability
IN NO EVENT SHALL CID OR ANY OF OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY. SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM INCONVENIENCE, OR LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SITE, ANY MATERIAL OR SERVICES MADE AVAILABLE BY, OR ON, THIS SITE (INCLUDING, WITHOUT LIMITATION, ANY SITE SERVICES OR CDI ASSETS ) OR OF ANY THIRD PARTY SITES REFERENCED OR LINKED TO FROM THIS SITE.
Upon a request by us, You hereby agree to defend, indemnify, and hold CDI, Our Affiliates and their officers, directors, employees and agents harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise out of, or is related to, Your use or misuse of this Site, any violation or other breach of this Agreement by You, or the infringement by You of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with Us in that action.
12. Participation in Promotions
From time to time, this Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between You and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.
13. E-mail, Messaging, Blogging, and Chat Services
We may employ automated monitoring devices or techniques to protect Our Users from mass unsolicited communications (also known as “spam”) and/or other types of electronic communications that We deem inconsistent with Our business purposes. However, such devices or techniques are not perfect, and We will not be responsible for any legitimate Communication that is blocked, or for any unsolicited Communication that is not blocked.
You understand that all Content (as defined in Section 4.2) posted by other Users of the Site is the sole responsibility of that User who originally posted that particular Content. You understand, also, that all opinions expressed by Users of this Site are expressed strictly in their individual capacities, and not as Our representatives or any of Our sponsors or partners. The opinions that You or others post on the Site do not necessarily reflect Our opinions.
By posting Your Content using the Site Services, You are granting an unrestricted, irrevocable, non-exclusive, royalty-free, perpetual, worldwide, and fully transferable, assignable, and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create collective or derivative works from, distribute, perform and display Your Content in whole or in part and to incorporate it in other works in any form, media, or technology now known or later developed. You further warrant that all so-called moral rights in the content have been waived.
14. International Use
Although this Site may be accessible worldwide, we make no representation that the Site, Site Services, or any other material, data or information made available by or through the Site are appropriate or available for use in locations outside the United States, and You acknowledge that accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.
15.2 Once User begins to use its Access Rights to the Site, CDI has the right to modify this Agreement at any time and User will thereafter be bound by the version of this Agreement that is in effect at the time User visits the Site. Any use of the Site by User thereafter shall be deemed to constitute acceptance by User of the amendments.
16. Governing Law
This Site (excluding any linked Sites) is controlled by Us from Our offices within the state of Oregon, United States of America even though it can be accessed from all 50 U.S. states, as well as from other countries around the world. Thus, by accessing this Site You agree that: (a) the laws of the State of Oregon will govern this Agreement for all purposes, without regard to the conflicts of laws principles thereof or the United Nations Convention on the International Sales of Goods; and (b) You agree and hereby submit to the exclusive personal jurisdiction and venue by any court of competent jurisdiction within the State of Oregon with respect to such matters.
All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Notices to us must be sent to the attention of Customer Service at email@example.com, if by e-mail, or to Decorview CDI, 12006 SW Garden Pl., Portland OR 97223 if by conventional mail. Notices to You may be sent to the address supplied by You as part of Your Registration Data. In addition, we may broadcast notices or messages through the Site to inform You of changes to the Site or other matters of importance, and such broadcasts shall constitute notice to You at the time of sending.
User acknowledges that monetary damages may not be a sufficient remedy for unauthorized use of CDI’s Site, and therefore User agrees that CDI shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court or arbitration panel of competent jurisdiction without necessity of posting a bond and without having to plead and prove lack of an adequate remedy at law.
19. Attorney Fees.
If any suit or action is filed by any party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees incurred in preparation or in prosecution or defense of such suit or action as fixed by the trial court and, if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by the appellate court.
20. Binding Effect; No Assignment by Client; Permissible Assignment by CDI.
This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that User may not assign this Agreement, in whole or in part. Any purported assignment in violation of this Section shall be void. CDI shall have the right to assign this Agreement, or any part of it, in its sole discretion to any party, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by such successors and assigns.
21. Entire Agreement
23. Contact Information
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