AGREEMENT TO TERMS
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Thread Solution ("Company," “we,” “us,” or “our”), concerning your access to and use of the Thread Solution website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected to it (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and
conditions or documents that may be posted on the Site from time to time are
hereby expressly incorporated herein by reference. We reserve the right, in our
sole discretion, to make changes or modifications to these Terms of Use at any
time and for any reason. We will alert you about any changes by updating the
“Last Updated” date of these Terms of Use, and you waive any right to receive
specific notice of each such change. It is your responsibility to periodically
review these Terms of Use to stay informed of updates. You will be subject to
and will be deemed to have been made aware of and to have accepted the changes
in any revised Terms of Use by your continued use of the Site after the date
such revised Terms of Use are posted.
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property. All source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only.
Except as expressly
provided in these Terms of Use, no part of the Site and no Content or Marks may
be copied, reproduced, aggregated, republished, uploaded, posted, publicly
displayed, encoded, translated, transmitted, distributed, sold, licensed, or
otherwise exploited for any commercial purpose whatsoever, without our express
prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.
USER REPRESENTATIONS
By using the Site, you
represent and warrant that:
- All registration information
you submit will be true, accurate, current, and complete.aggregated,
republished, uploaded, posted, publicly displayed, encoded, translated,
transmitted, distributed, sold, licensed, or otherwise exploited for any
commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.
USER REPRESENTATIONS
By using the Site, you represent and warrant that:
- All registration information
you submit will be true, accurate, current, and complete.
- You will maintain the accuracy
of such information and promptly update such registration information as
necessary.
- You have the legal capacity,
and you agree to comply with these Terms of Use.
- You are not a minor in the
jurisdiction in which you reside.
- You will not access the Site
through automated or non-human means, whether through a bot, script, or
otherwise.
- You will not use the Site for
any illegal or unauthorized purpose.
- Your use of the Site will not
violate any applicable law or regulation.
- All registration information
you submit will be true, accurate, current, and complete.
Suppose you provide any untrue information, inaccurate, not current, or incomplete. In that case, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
PROHIBITED ACTIVITIES
You may not access or
use the Site for any purpose other than that to make the Site available. The
Site may not be used in connection with any commercial endeavors except those
that are specifically endorsed or approved by us.
As a user of the Site,
you agree not to:
1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission.
You may be required to
register with the Site. You agree to keep your password confidential and will
be responsible for all use of your account and password. We reserve the right
to remove, reclaim, or change a username you select if we determine, in our
sole discretion, that such username is inappropriate, obscene, or otherwise
objectionable.
PROHIBITED ACTIVITIES
You may not access or
use the Site for any purpose other than that to make the Site available. The
Site may not be used in connection with any commercial endeavors except those
that are specifically endorsed or approved by us.
As a user of the Site,
you agree not to:
1. Systematically
retrieve data or other content from the Site to create or compile, directly or
indirectly, a collection, compilation, database, or directory without written
permission.
2. Trick, defraud, or
mislead other users and us, especially in any attempt to learn sensitive
account information such as user passwords.
3. Circumvent,
disable, or otherwise interfere with the Site's security-related features,
including features that prevent or restrict the use or copying of any Content
or enforce limitations on the use of the Site and/or the Content contained
therein.
4. Disparage, tarnish,
or otherwise harm, in our opinion, us and/or the Site.
5. Use any information
obtained from the Site to harass, abuse, or harm another person.
6. Make improper use
of our support services or submit false reports of abuse or misconduct.
7. Use the Site in a
manner inconsistent with any applicable laws or regulations.
8. Use the Site to
advertise or offer to sell goods and services.
9. Engage in unauthorized framing of or linking to the Site.
10. Upload or transmit (or
attempt to upload or to transmit) viruses, Trojan horses, or other material,
including excessive use of capital letters and spamming (continuous posting of
repetitive text), that interferes with any party’s uninterrupted use and enjoyment of
the Site or modifies, impairs, disrupts, alters, or interferes with the use,
features, functions, operation, or maintenance of the Site.
11. Engage in any
automated use of the system, such as using scripts to send comments or messages
or using any data mining, robots, or similar data gathering and extraction
tools.
12. Delete the
copyright or other proprietary rights notice from any Content.
13. Attempt to
impersonate another user or person or use the username of another user.
14. Sell or otherwise
transfer your profile.
15. Upload or transmit
(or attempt to upload or to transmit) any material that acts as a passive or
active information collection or transmission mechanism, including without
limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs,
cookies, or other similar devices (sometimes referred to as “spyware” or
“passive collection mechanisms” or “pcms”).
16. Interfere with,
disrupt, or create an undue burden on the Site or the networks or services
connected to the Site.
17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
18. Attempt to bypass
any Site designed measures to prevent or restrict access to the Site or any
portion of the Site.
19. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
20. Decipher,
decompile, disassemble, or reverse engineer any of the software comprising or
in any way making up a part of the Site.
21. Except as may be
the result of the standard search engine or Internet browser usage, use,
launch, develop, or distribute any automated system, including without
limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses
the Site, or using or launching any unauthorized script or other software.
22. Use a buying agent
or purchasing agent to make purchases on the Site.
23. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means to send unsolicited email or create user accounts by automated means or under false pretenses.
24. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
USER GENERATED CONTRIBUTIONS
The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated under the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:
1. The creation, distribution,
transmission, public display, or performance, and the accessing, downloading,
or copying of your Contributions do not and will not infringe the proprietary
rights, including but not limited to the copyright, patent, trademark, trade
secret, or moral rights of any third party.
2. You are the creator
and owner of or have the necessary licenses, rights, consents, releases, and
permissions to use and authorize us, the Site, and other users of the Site to
use your Contributions in any manner contemplated by the Site and these Terms
of Use.
3. You have the
written consent, release, and/or permission of each and every identifiable
individual person in your Contributions to use the name or likeness of each and
every such identifiable individual person to enable inclusion and use of your
Contributions in any manner contemplated by the Site and these Terms of Use.
4. Your Contributions
are not false, inaccurate, or misleading.
5. Your Contributions
are not unsolicited or unauthorized advertising, promotional materials, pyramid
schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions
are not obscene, lewd, lascivious, filthy, violent, harassing, defamatory,
slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions
should not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions
are not used to harass or threaten (in the legal sense of those terms) any
other person and to promote violence against a specific person or class of
people.
9. Your Contributions
do not violate any applicable law, regulation, or rule.
10. Your Contributions
do not violate the privacy or publicity rights of any third party.
11. Your Contributions
do not contain any material that solicits personal information from anyone
under the age of 18 or exploits people under the age of 18 sexually or
violently.
12. Your Contributions
do not violate any applicable law concerning child pornography or otherwise
intended to protect minors' health or well-being.
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap
14. Your Contributions do not otherwise violate or link to material that infringes any provision of these Terms of Use or any applicable law or regulation.
CONTRIBUTION LICENSE
You and the Site agree
that we may access, store, process, and use any information and personal data
that you provide following the terms of the Privacy Policy and your choices
(including settings).
By submitting
suggestions or other feedback regarding the Site, you agree that we can use and
share such feedback for any purpose without compensation to you.
We do not assert any
ownership over your Contributions. You retain full ownership of all of your
Contributions and any intellectual property rights or other proprietary rights
associated with your Contributions. We are not liable for any statements or
representations in your Contributions provided by you in any area on the Site.
You are solely responsible for your Contributions to the Site. You expressly
agree to exonerate us from any and all responsibility and refrain from any
legal action against us regarding your Contributions.
GUIDELINES FOR REVIEWS
We may provide you
areas on the Site to leave reviews or ratings. When posting a review, you must
comply with the following criteria:
- You should have firsthand
experience with the person/entity being reviewed.
- Your reviews should not contain
offensive profanity or abusive, racist, offensive, or hate language.
- Your reviews should not contain
discriminatory references based on religion, race, gender, national
origin, age, marital status, sexual orientation, or disability.
- Your reviews should not contain
references to illegal activity.
- You should not be affiliated
with competitors if posting negative reviews.
- You should not make any
conclusions as to the legality of conduct.
- You may not post any false or
misleading statements.
You may not organize a campaign encouraging others to post reviews, whether positive or negative
We may accept, reject, or remove reviews at our sole discretion. We have absolutely no obligation to screen reviews or delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us and do not necessarily represent our opinions or any of our affiliates or partners' views. We do not assume liability for any review or any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
SUBMISSIONS
You acknowledge and
agree that any questions, comments, suggestions, ideas, feedback, or other
information regarding the Site ("Submissions") provided by you to us
are non-confidential and shall become our sole property. We shall own exclusive
rights, including all intellectual property rights, and shall be entitled to the
unrestricted use and dissemination of these Submissions for any lawful purpose,
commercial or otherwise, without acknowledgment or compensation to you. You
hereby waive all moral rights to any such Submissions, and you hereby warrant
that any such Submissions are original with you or that you have the right to
submit such Submissions. You agree there shall be no recourse against us for
any alleged or actual infringement or misappropriation of any proprietary right
in your Submissions.
SITE MANAGEMENT
We reserve the right,
but not the obligation, to:
- Monitor the Site for violations
of these Terms of Use.
- Take appropriate legal action
against anyone who, in our sole discretion, violates the law or these
Terms of Use, including without limitation, reporting such user to law
enforcement authorities.
- In our sole discretion and
without limitation, refuse, restrict access to, limit the availability of,
or disable (to the extent technologically feasible) any of your
Contributions or any portion thereof.
- In our sole discretion and
without limitation, notice, or liability, to remove from the Site or
otherwise disable all files and content that are excessive in size or are
in any way burdensome to our systems.
Otherwise, manage the Site in a manner designed to protect our rights and property and facilitate the Site's proper functioning.
TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION
THAT YOU POSTED AT ANY
TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
Suppose we terminate or suspend your account for any reason. In that case, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right
to change, modify, or remove the contents of the Site at any time or for any
reason at our sole discretion without notice. However, we have no obligation to
update any information on our Site. We also reserve the right to modify or
discontinue all or part of the Site without notice at any time. We will not be
liable to you or any third party for any modification, price change,
suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection in addition to that.
CORRECTIONS
There may be
information on the Site that contains typographical errors, inaccuracies, or
omissions, including descriptions, pricing, availability, and various other
details. We reserve the right to correct any errors, inaccuracies, or omissions
and to change or update the information on the Site at any time without prior
notice.
DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE. WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING. WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF
LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNIFICATION.
You agree to defend,
indemnify, and hold us harmless, including our subsidiaries, affiliates, and
all of our respective officers, agents, partners, and employees, from and
against any loss, damage, liability, claim, or demand, including reasonable
attorneys’ fees and expenses, made by any third party due to or arising out of:
- Use of the Site.
- Breach of these Terms of Use.
- Any violation of your
representations and warranties outlined in these Terms of Use.
- Your violation of the rights of
a third party, including but not limited to intellectual property rights.
- Any overt harmful act toward
any other user of the Site with whom you connected via the Site.
Notwithstanding the
foregoing, we reserve the right, at your expense, to assume the exclusive
defense and control of any matter for which you are required to indemnify us,
and you agree to cooperate, at your expense, with our defense of such claims.
We will use reasonable efforts to notify you of any such claim, action, or
proceeding which is subject to this indemnification upon becoming aware of it
USER DATA
We will maintain specific data that you transmit to the Site to manage the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any such data loss or corruption. You hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms
constitute electronic communications. You consent to receive electronic
communications. You agree that all agreements, notices, disclosures, and other
communications we provide to you electronically, via email, and on the Site
satisfy any legal requirement that such communication be in writing. YOU HEREBY
AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER
RECORDS, AND ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF
TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any
rights or requirements under any statutes, regulations, rules, any such loss or
corruption of such data.
ELECTRONIC
COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, and on the Site satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records or to payments granting of credits by any means other than electronic means.
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or with respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. Suppose any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable. In that case, that provision or portion of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us due to these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.