1. THIS AGREEMENT
1.1 Acceptance of Agreement.
SILK hereby reserves the right to modify this Agreement from time to time in its sole discretion. Reasonable notice shall be provided to users and continued use of the Site by users is deemed an acceptance and ratification of any changes made to this Agreement.
1.4 Modifications to the Site and Pricing Schedules.
SILK may in its sole discretion add, delete, modify or amend features and/or services, and fees contained within and featured on the Site.
1.5 Electronic Communications.
When you visit the Site, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
2. REGISTRATION ON THE SITE
2.1 Profile; Password.
You will only be able to use certain functionality of the Site if you register with us. If you decide to register with us, you will receive a user ID and password (“Profiles”) to access your Registrant account (“Account”). You shall not allow any third party to use your Profile or Account to access the Site and you shall strictly safeguard all information that would enable any individual or entity to access the Site by using your Profile. You are fully responsible for your failure to safeguard information and/or to permit any other person to access or use the Site using your Profile and/or Account, and for all activities that occur under your Profile and/or Account. You may not sell or otherwise transfer your Profile or Account or any portion thereof. You shall notify SILK immediately of any unauthorized use of your Profile or Account or any other unauthorized use of the Site.
2.2 Accurate Information.
You shall provide us with accurate, complete and current information about yourself during registration and at all other times, and you shall update all information provided to us or requested by us if and as soon as such information changes.
2.3 Suspension or Cancellation of Account.
We have the right to suspend or cancel your registration if we believe you have violated this Agreement. If we suspend or cancel access to your Account, you may be prevented from accessing the Site (temporarily or permanently), your Account details and/or any files or other various Site materials, including all text, comments, icons, images, messages, tags, links, photographs, audio, video and other content (collectively, “Content”) that are contained in or accessible through your Account, all of which may be deleted by us. Such suspension or cancellation of your Account will mean that you may lose access to all Content submitted by you.
2.4 Cessation of Services.
The form and nature of the products or services offered through the Site may change from time to time without prior notice to you. As part of our continuing innovation, SILK may stop (permanently or temporarily) providing certain Site features to you in our sole discretion, without prior notice to you.
3.1 Orders and Specifications
(a) Various of our products are offered for sale through the Site (the “Goods”). If you wish to
purchase any of these products, you will be asked by the Site or an authorized third party on SILK’s behalf to supply certain information to us or to an agent, including your full name, address and credit card information. SILK is not responsible for processing any payments made through the Site, and SILK does not have access to your credit card information. This information is maintained by a third party: PayPal.
(b) You shall provide SILK or any third party acting as our agent with accurate, complete and current information at all times, and to comply with the terms and conditions of any ancillary agreement that you may enter into that governs your purchase of any product.
(c) You represent that information provided by you when placing your order is up-to-date, materially accurate and is sufficient for SILK to fulfill your order. You also represent that you have legal capacity to enter into this Agreement.
(d) Any typographical, clerical or other accidental errors or omissions on the Site or in any quotation, price list, acceptance or offer, invoice or other document or information issued by SILK shall be subject to correction without any liability on the part of SILK.
(e) Illustrations, photographs or descriptions included on the Site are intended as a guide only and shall not be binding on SILK.
(f) SILK reserves the right to notify you of any mistakes in the description of the goods or errors in pricing prior to shipping the Goods. In such event if you choose to continue with the fulfillment of the order, SILK acknowledges that the Goods will be provided in accordance with such revised description or corrected price.
(g) SILK reserves the right to make any changes in the specifications of the Goods which are required to conform with any applicable law, safety or other statutory, regulatory, or court-ordered requirements.
(h) If we have shipped to you a product that you purchased through the Site and you determine that such product was not accurately described or depicted on the Site, you may make a Return Request to return such product to us within (7) days of your receipt thereof for a full refund (including your reasonable return shipping costs), so long as the product is unused. If we determine that a product that you purchased through the Site was not accurately described or depicted on the Site, we reserve the right to cancel or refuse your order before shipment. We will, if practical, notify you of our reasons for cancelling or refusing the order through the e-mail and/or billing address/phone number provided at the time the order was made. We change our product descriptions and pricing from time to time, so you must check these details before ordering from us. Your order need to ship back to SILK within 14 days upon you receipt. For International orders (except China, Hong Kong and Macau), your order has to be delivered back to our US address. For China, Hong Kong and Macau orders, your order has to be delivered back to our Hong Kong address.
(j) All quoted prices are exclusive of packaging and delivery, as well as any applicable value added tax, excise, sales or taxes or levies of a similar nature, which you shall be additionally liable to pay to SILK.
(k) SILK does not guarantee that all of the Goods shall be available for purchase in its inventory at the time of your order. Inventory status information is estimated and may change without notice.
Your right to any product that is available for purchase through the Site is conditional on our receipt of the appropriate full payment and related costs for such product. If such payment and costs cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, we reserve the right to cancel your order. If we suspect that a fraudulent transaction has been initiated from your Account, we reserve the right to suspend or cancel your Account. You are responsible for all charges made under your Account.
You are responsible for paying all applicable taxes arising out of any purchase made under your Account or otherwise made by you.
3.4 Product Availability.
We cannot guarantee product availability. From time to time, SILK may have to cancel or refuse an order placed by you. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. We will, if practical, notify you of our reasons for cancelling or refusing the order through the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
If you have purchased Goods through our Site, and wish to return them to us, please adhere to our Return Policy available here.
4. INTELLECTUAL PROPERTY
The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are the property of SILK or its content suppliers and are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 4.3, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.
SILKNY, S.I.L.K., SILK MANUFACTURING, and other SILK graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of SILK or its affiliates in the U.S. and/or other countries. SILK trademarks and trade dress may not be used in connection with any product or service that is not SILK’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits SILK. All other trademarks not owned by SILK or its affiliates that may appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by SILK or its affiliates.
4.3 License and Site Access; Limited Right to Use.
SILK grants you a limited license to access and make personal use of this Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of SILK. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of SILK. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of SILK and our affiliates without express written consent. You may not use any meta tags or any other “hidden text” utilizing SILK’s name or trademarks without the express written consent of SILK. Any unauthorized use terminates the permission or license granted by SILK. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of SILK so long as the link does not portray SILK, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any SILK logo or other proprietary graphic or trademark as part of the link without express written permission.
4.4 Copyrights and Copyright Agents.
We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) A description of the copyrighted work that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Site;
(d) Your address, telephone number, and e-mail address;
(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Our Copyright Agent for Notice of claims of copyright infringement on the Site is
Medenica Law PLLC
3 Columbus Circle, 15th Floor
New York, NY 10019
210 11th Avenue
New York, NY 10001
5. USAGE RESTRICTIONS
You shall not use the Site in any manner that:
(a) is designed to interrupt, destroy or limit the functionality of, any computer software or hardware or telecommunications equipment (including by means of software viruses or any other computer code, files or programs);
(b) interferes with or disrupts the Site, services connected to the Site, or otherwise interferes with operations or services of the Site in any way;
(c) infringes any copyright, trademark, trade secret, patent or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
(d) consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(e) causes us to lose (in whole or part) the services of our internet service providers or other suppliers;
(f) links to materials or other content, directly or indirectly, to which you do not have a right to link;
(g) is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, as determined by SILK in its sole discretion;
(h) copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Website or any portion thereof;
(j) violates, or encourages anyone to violate, any applicable local, state, national, or international law, regulation or order.
6. HOLD HARMLESS AND INDEMNIFICATION
By using the Site, you agree to indemnify and hold SILK and its respective parents, subsidiaries, affiliates and agents, and each of their respective officers, directors, employees and third party providers harmless, including but not limited to reasonable attorneys’ fees, from and against any claim or demand, made by any third party due to or arising out of your use of the Site, or the use of the Site by any party using your account, including but not limited to violation of this Agreement or the infringement of any intellectual property or other right of any person or entity.
7. LINKS TO OTHER WEB SITES
The Site contains links to other Web sites. We are not responsible for the content, accuracy or opinions express in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Web site on our Site does not imply approval or endorsement of the linked Web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.
8. LINKS TO THIS SITE AND FRAMING
Creating or maintaining any link from another Web site to any page on this Site without SILK’s prior written permission is prohibited. Running or displaying this Site or any material displayed on this Site in frames or through similar means on another Web site without SILK’s prior written permission is also prohibited. Any permitted links to this Site must comply will all applicable laws, rules and regulations.
9. DISCLAIMER AND LIMITS
THE INFORMATION FROM OR THROUGH THE SITE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
All responsibility or liability for any damages caused by viruses contained within the electronic file containing the form or document is disclaimed. WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR SITE. OUR MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR ANY GOODS, SERVICES OR INFORMATION.
YOU RECOGNIZE THAT IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXCLUDED FROM ANY TRANSACTION BETWEEN YOU AND SILK AND SHALL NOT APPLY TO THE GOODS SOLD BY SILK. AS STATE ABOVE, SILK SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES TO YOU.
10. SECURITIES LAWS
This Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives, that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for the sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.
11. INFORMATION AND PRESS RELEASE
The Site contains information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies’ other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.
This Agreement shall be treated as though it were executed and performed in New York, New York, and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Any cause of action by you with respect to the Site (and/or any information, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 9. The language in this Agreement shall be interpreted as in accordance with its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in the State of New York. You expressly submit to the exclusive jurisdiction of said courts and consent to extraterritorial service of process. SILK also reserves the right to sue you in the province or state of your domicile. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.