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Terms and Conditions

Website

 

This website is owned and maintained by GOTHAM BAGS, LLC (the “Company”).  These terms and conditions govern your use of this website; by using this website, you accept these terms and conditions in full.   If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.

 

License to use website

 

Unless otherwise stated, the Company and/or its licensors own the intellectual property rights in the website and material on the website.  Subject to the license below, all these intellectual property rights are reserved.  However, to the extent that material on the website has been uploaded by its users, the Company does not claim any ownership interest thereof or other authority to permit the use of any such material by any other party.

 

You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions. 

 

Except to the extent that you have ownership of any user material (defined hereinafter), you must not:

 

  1. republish material from this website (including republication on another website);
  2. sell, rent or sub-license material from the website;
  3. show any material from the website in public;
  4. reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose; or
  5. redistribute material from this website except for content specifically and expressly made available for redistribution.

 

Acceptable use

 

You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

 

You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

 

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without the Company’s express written consent.

 

User content

 

In these terms and conditions, “user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you upload, post, and/or submit to this website, for whatever purpose.

 

You grant to the Company a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media.  You also grant to the Company the right to sub-license these rights, and the right to bring an action for infringement of these rights.

 

You hereby represent to the Company that you have ownership, license, and/or authority to post and use any and all user content uploaded, posted, or otherwise submitted to the website by you.  You represent, warrant and covenant that you shall not upload, post or transmit to or distribute or otherwise publish through the website any materials which: (i) restrict or inhibit any other user from using and enjoying the Website; (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or governmental regulation; (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) contain a virus or other harmful or destructive elements; (vi) contain any information, software or other material of a commercial nature; (vii) contain advertising of any kind; or (viii) constitute or contain false or misleading indications of origin or statements of fact.  Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or the Company or a third party (in each case under any applicable law). 

 

The Company may gather, process and use information and materials received from you (e.g., name, physical address, e-mail address) or collected through your use of the Website for any lawful reason or purpose.

 

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

 

The Company reserves the right to edit or remove any material submitted to this website, or stored on the Company’s servers, or hosted or published upon this website.

 

Notwithstanding the Company’s rights under these terms and conditions in relation to user content, the Company does not undertake to monitor the submission of such content to, or the publication of such content on, this website.

 

You covenant and agree, at your sole cost and expense, to indemnify, protect and save the Company harmless against and from any and all Indemnified Losses which may at any time be imposed upon, incurred by or awarded against the Company arising from, out of, attributable to or by reason of, your use of the website or arising out of the user content. “Indemnified Losses” shall mean Incurred damages, losses, liabilities, costs and expenses, obligations, penalties, fines, impositions, fees, levies, lien removal or bonding costs, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses (including, without limitation, attorneys' and experts' reasonable fees and disbursements) of any kind and nature whatsoever.

 

Restricted access

 

The Company reserves the right to restrict access to certain areas of this website, or indeed this entire website, at the Company’s discretion.

 

If the Company provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential. 

 

The Company may disable your user ID and password in the Company’s sole discretion without notice or explanation.

 

No warranties

 

THE COMPANY WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE, IS PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE COMPANY MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE WEBSITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE WEBSITE, FOR ANY HYPERTEXT LINKS TO THIRD PARTY WEBSITES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE OR ANY LINKED SITE. FURTHER, THE COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED, ERROR FREE OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE COMPANY WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY SHALL NOT BE LIABLE FOR THE USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR ACCESS TO THE WEBSITE OR FOR ANY INFORMATION OBTAINED THROUGH THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF ITS AGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

 

Without prejudice to the generality of the foregoing paragraph, the Company does not warrant that:

 

  1. any of the user content or other information will be protected or otherwise stored securely, whether or not such information is considered “password protected”;
  2. this website will be constantly available, or available at all; or
  3. the information on this website is complete, true, accurate or non-misleading.

 

Limitations of liability

 

The Company will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:

 

  1. to the extent that the website is provided free-of-charge, for any direct loss;
  2. for any indirect, special or consequential loss; or
  3. for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

 

These limitations of liability apply even if the Company has been expressly advised of the potential loss.

 

Exceptions

 

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit the Company’s liability in respect of any:

 

  1. death or personal injury caused by the Company negligence;
  2. fraud or fraudulent misrepresentation on the part of the Company; or
  3. matter which it would be illegal or unlawful for the Company to exclude or limit, or to attempt or purport to exclude or limit, its liability.

 

Reasonableness

 

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable. 

 

If you do not think they are reasonable, you must not use this website.

 

Unenforceable provisions

 

If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

 

Indemnity

 

You hereby indemnify the Company and undertake to keep the Company indemnified against any Indemnified Losses incurred or suffered by the Company arising out of any breach by you of any provision of these terms and conditions.  In the event that the Company prevails in any action against you for breach of any of the terms of this agreement, the Company shall be entitled to recover reasonable attorney’s fees, costs, and disbursements from you.

 

Breaches of these terms and conditions

 

Without prejudice to the Company’s other rights under these terms and conditions, if you breach these terms and conditions in any way, the Company may take such action as the Company deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

 

Variation

 

The Company may revise these terms and conditions from time-to-time.  Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website.  Please check this page regularly to ensure you are familiar with the current version.

 

Assignment

 

The Company may transfer, sub-contract or otherwise deal with the Company’s rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

 

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions. 

 

Severability

 

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.  If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

 

Entire agreement

 

These terms and conditions, along with any further agreement(s) between you and the Company insofar as the posting of user content is concerned, constitute the entire agreement between you and the Company in relation to your use of this website, and supersede all previous agreements in respect of your use of this website.

 

Law and jurisdiction

 

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. YOU HEREBY AGREE AND CONSENT THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEW YORK, COUNTY OF NEW YORK.