threadsmith.com

Acceptance of Terms

Please read these Terms of Use carefully. These Terms of Use govern your access and use of this Site. By accessing or using this Site you agree to be bound by these Terms of Use and to any additional guidelines, restrictions, or rules that may be posted in connection with specific sections or services of this Site. All such additional posted guidelines, restrictions, or rules are hereby incorporated by reference into these Terms of Use. Threadsmith reserves the right to make changes to this Site and to these Terms of Use at any time without prior notice. You should review these Terms of Use each time you access this Site.

You also agree that we may provide all legal communications and notices to you electronically by posting them on our website or, at our election, by sending an e-mail to the e-mail address you provided to us when you registered at our website. You may withdraw your consent to receive communications from us electronically by contacting customer care at support@threadsmith.com. However, if you withdraw your consent to receive our communications electronically, you must discontinue your use of your account.

User Account, Password, and Security

You will receive a password and user account upon completing the registration process. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities that occur under your password or account. You agree to (a) immediately notify Threadsmith of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Threadsmith cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

User Conduct

In using this Site, you agree to not:

upload, download, post, email or otherwise transmit any materials including but not limited to text, data, photos, graphics, or any of these elements in combination as a design for products available on this Site or otherwise ("Content") that are unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another's rights including but not limited to rights of celebrity, privacy and intellectual property.

upload, download, post, email or otherwise transmit any Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. As a guideline, you may contribute only original work that you have created yourself from original elements. This means you can't use images of celebrities or corporate products, nor images, text, or design that you've copied from a website without written permission from the owner. You cannot create a "new" image using elements from images other people have created. By uploading any Content, you represent and warrant that you have the lawful right to reproduce and distribute such Content and that the Content complies with all applicable federal, state and local laws, regulations and ordinances;
upload, download, post, email or otherwise transmit any Content that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;

upload, download, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites.
frame or link to the Site except as permitted in writing by Threadsmith; or

incorporate a celebrity, current or former leader, politician, religious figure, convicted criminal or notorious person, or other famous person's name or likeness.

You acknowledge that Threadsmith does not pre-screen submitted Content, but that Threadsmith and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any Content that is available via the Site. Upon placing your order, you acknowledge that Threadsmith may review your order, and the Content it contains, for adherence to our guidelines and compliance with the terms and conditions set forth in this Agreement. Without limiting the foregoing, Threadsmith and its designees shall have the right to remove any Content that violates the Agreement or is otherwise objectionable to Threadsmith. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge that you may not rely on any Content, created by or submitted to, Threadsmith. You acknowledge and agree that you are responsible for the creation and compilation of your Content, and that neither Threadsmith nor any other party involved with the production of any product incorporating such Content assumes that responsibility. Threadsmith's production of any product depicting your Content does not indicate that Threadsmith approves of the Content, that the Content obeys all applicable laws, or that you are absolved of any liability or harm arising from the use of the Content.

You acknowledge and agree that Threadsmith may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of Threadsmith, its users and the public.
You understand that the technical processing and operation of the Site, including your Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connection networks or devices.

You agree that you are responsible for actions and communications undertaken under your account. Threadsmith takes no responsibility and assumes no liability for any Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. You agree to waive any claims against Threadsmith and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications, Content or materials on the Site. You agree to indemnify Threadsmith and its affiliates from all claims and expenses, including reasonable attorney's fees, which claims are based on or arise from your violation of any of the provisions of this Agreement.

You agree that you will use this Site in accordance with all applicable United States federal, state and local laws, statutes, regulations and ordinances and will not take any action that harms or violates the rights of any person or entity.

Privacy Policy

Your privacy is very important to Threadsmith. Users of this Site should refer to our privacy policy for information about how Threadsmith collects and uses personal information. By accepting this Agreement you expressly consent to Threadsmith's disclosure and use of your personal information as described in the Privacy Policy, which is incorporated herein by reference.

Proprietary Rights

You acknowledge and agree that any Content, including but not limited to text, data, photos, graphics, etc. or other material contained or distributed on or through the Site, by Threadsmith, its advertisers or other third parties, is protected by trademarks, service marks, patents, copyrights, or other proprietary rights and laws. You may not use or distribute any Content received through the Site without the authorization of the Content owner. You agree not to publish, reproduce, copy, in whole or in part, nor upload, download, post, email, sell, or otherwise distribute Content available through the Site, in violation of applicable copyright and other intellectual property laws.

You retain all ownership rights to your Content submitted to the Site. By submitting Content to Threadsmith, you grant Threadsmith a nonexclusive, worldwide, transferable license to use, copy, reproduce, modify, publicly display, and distribute your Content.

The intellectual property rights in or relating to the content of any notes, messages, e-mails, postings, letters, ideas, suggestions, concepts or other written materials which you submit or communicate to Threadsmith (excluding your Content you submit) will automatically be deemed to be assigned, granted and transferred by you to Threadsmith upon their submission or communication to Threadsmith, and you do assign all rights therein to Threadsmith and agree that the same will automatically become the property of Threadsmith and that Threadsmith may use, exploit, copy, publish, implement, transfer and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose Threadsmith may elect, forever.

DISCLAIMER OF WARRANTY

THE SITE AND ITS CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT OPERATION OF THE SITE MAY NOT BE UNINTERRUPTED OR ERROR FREE. REFERENCES AND LINKS TO PRODUCTS OR SERVICES OF INDEPENDENT COMPANIES MAY APPEAR ON THE SITE. THESE REFERENCES AND LINKS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED.

Indemnity

You agree to defend, indemnify and hold Threadsmith and Threadsmith's officers, directors, employees, agents and licensors harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on (a) Content you submit, post to or transmit through the Site, (b) your use of the Site, (c) your connection to the Site, (d) your violation of the Agreement or (e) your violation of any rights of a third party.

No Resale

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Site, use of the Site or access to the Site without Threadsmith's express written consent.

Termination

You agree that Threadsmith, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Site, and remove and discard any Content you may have contributed to the Site, at any time for any reason or no reason. Threadsmith may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Threadsmith may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files of the Site. Further, you agree that Threadsmith shall not be liable to you or any third-party for any termination of your access to the Site. Should you object to any terms and conditions of the Agreement or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue your use of the Site and/or terminate your account.

Public Reputation

You acknowledge and agree that you will not use any product ordered from the Site in a way that would be damaging to Threadsmith's public reputation or that of its employees, board members, shareholders, licensors, or solution partners. Additionally, you acknowledge that if you choose to display any product ordered from Threadsmith, in a public setting, including on the Internet, in a way which disparages Threadsmith, Threadsmith's board members, employees, shareholders, or partners, Threadsmith reserves the right to demand immediate return of the product, to furthermore pursue all recourses and remedies available under the law.

Pricing and Shipping

Prices for products are described on the Site and are incorporated into this Agreement by reference. All prices are in US dollars. Prices and products may change at Threadsmith's discretion. Title and risk of loss for all products ordered by you shall pass to you on Threadsmith's shipment to the shipping carrier.

Age

You must be at least 13 years of age to use this Site. Please contact us if you have any concerns or questions about this restriction.

Correction of Errors and Inaccuracies

The information and product listings on this Site may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted your order). Please note that such errors, inaccuracies or omissions may relate to product description, pricing and availability. We also reserve the right to limit or restrict quantities of products (including after you have submitted your order) for any reason, including, without limitation, if the product violates any terms of this Agreement.

LIMITATION OF LIABILITY

IN NO EVENT SHALL THREADSMITH OR ITS LICENSORS, SUPPLIERS, OR VENDORS, THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT THREADSMITH HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SITE OR OF FAILURE TO PROVIDE PRODUCTS OR SERVICES THAT YOU ORDER FROM THREADSMITH OR ITS AFFILIATES, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM MISTAKE, OMISSION, VIRUS, DELAY, OR INTERRUPTION OF SERVICE. IN NO EVENT SHALL THREADSMITH BE LIABLE OR RESPONSIBLE FOR ANY DAMAGES OR CONSEQUENCES ARISING FROM OR RELATED TO YOUR INAPPROPRIATE OR UNAUTHORIZED USE OF THIS SITE OR ITS CONTENT.

SEVERABILITY

If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.

GENERAL

SoftSight, Inc dba Threadsmith is based in Vestal, NY. These terms and conditions shall be governed by and construed in accordance with the laws of the state of New York, without resort to its conflict of law provisions. Any dispute with regard to this Agreement shall be submitted to one arbitrator for arbitration in Vestal, NY in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The award rendered by the arbitrator shall be binding as between the parties and judgment on such award shall be entered in any court having jurisdiction thereof. The Arbitrator may award attorney's fees and costs to the prevailing party. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. Threadsmith may assign its rights and responsibilities hereunder without notice to you. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of the right or provision. Threadsmith's failure to act with respect to a breach by you or others does not waive Threadsmith's right to act with respect to subsequent or similar breaches. This Agreement, together with the Nonexclusive License Agreement and the Associate Agreement constitutes the entire agreement between you and Threadsmith, and supercedes all other communications, written or oral, with regard to the Site and services provided by Threadsmith.