Welcome to CTD USA, Inc. CTD USA provides its websites and related services ("Site(s)") to you subject to the following User Agreement ("Agreement"), which may be updated from time to time without notice to you. Your continued use of any CTD USA Site after any such changes constitutes your acceptance of the new terms. If you have any questions about the Agreement, you may contact us at firstname.lastname@example.org.
BY CONTINUING TO USE THE SITES, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL REVISIONS THEREOF.
1) User Account, Password, and Security
You will receive a password and account designation upon completing the registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify CTD USA 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. CTD USA cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.
2) User Conduct
- In using these Sites, 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 these Sites or otherwise ("Content") that are unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, indecent, inflammatory, libelous, tortious, hateful, or racially, ethnically or otherwise objectionable, or invasive of another's rights including but not limited to rights of celebrity, privacy and intellectual property.
- impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- 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. By uploading or downloading 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 unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
- 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;
- upload, download, post, email or otherwise transmit false or misleading information;
- disrupt or interfere with the security of, or otherwise abuse, the Sites, or any services, system resources, accounts, servers, or networks connected to or accessible through the Sites or affiliated or linked websites.
- access, tamper with or use non-public areas of the Sites. Unauthorized individuals attempting to access these areas of the Sites may be subject to prosecution;
- disrupt or interfere with any other user's enjoyment of the Sites or affiliated or linked websites.
- frame or link to the Sites except as permitted in writing by CTD USA, Inc.;
You acknowledge that CTD USA does not pre-screen submitted Content, but that CTD USA 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 Sites. Upon placing your order, you acknowledge that CTD USA 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 User Agreement. Without limiting the foregoing, CTD USA and its designees shall have the right to remove any Content that violates the Agreement or is otherwise objectionable to CTD USA. 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. In this regard, you acknowledge that you may not rely on any Content, created by or submitted to, CTD USA. You acknowledge and agree that you are responsible for the creation and compilation of your Content, and that neither CTD USA nor any other party involved with the production of any product incorporating such Content, including but not limited to, stamps, assumes that responsibility. CTD USA's production of any product depicting your Content, including but not limited to stamps, does not indicate that CTD USA 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 CTD USA 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 the Agreement; (iii) respond to claims that any Content violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of CTD USA, its users and the public.
You understand that the technical processing and operation of the Sites, 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.
In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted under your account. CTD USA 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. CTD USA reserves the right but not the obligation to remove any materials it deems objectionable. You hereby agree to waive any claims against CTD USA and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications or materials made available to the Sites or posted on the Sites by persons other than CTD USA or its affiliates. You hereby agree to indemnify CTD USA 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 User Agreement.
No royalty will be owed or paid on the sale of any items containing an image which is in violation of any of the provisions of this User Agreement, including but not limited to no royalty on any images that contain objectionable content or are posted in violation of the intellectual property, privacy or celebrity rights of any person or entity.
You acknowledge and agree that you will use these Sites and any products, including without limitation, stamps, ordered on these Sites at all times 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.
4) 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 Sites, by CTD USA, 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 Sites without the authorization of the Content owner, except for uses permitted by law. 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 Sites including code and software, in violation of applicable copyright and other intellectual property laws.
You retain all ownership rights to your Content. However, by submitting Content to CTD USA, you grant CTD USA a nonexclusive, worldwide, transferable license to copy, crop, reproduce, publicly display, and distribute your Content. If your Content is uploaded as a design for products available on these Sites, you grant the additional rights set forth in the Non-Exclusive License Agreement.
You acknowledge and agree that the Sites and any software used in connection with the Sites ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Sites or the Software, in whole or in part.
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 CTD USA (excluding the Content) will automatically be deemed to be assigned, granted and transferred by you to CTD USA upon their submission or communication to CTD USA, and you agree that the same will automatically become the property of CTD USA and that CTD USA shall be entitled to 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 CTD USA may elect, forever.
5) Copyright and Trademark Policy
CTD USA respects the intellectual property rights of others. We ask our users to do the same. CTD USA may terminate the accounts of users who appear to infringe the copyright or other intellectual property rights of others.
If you believe that your Content has been copied in a way that constitutes copyright and/or trademark infringement, please notify CTD USA's Copyright Agent, and provide the following information ("Notice"):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright/trademark interest;
- a description of the copyrighted work and/or trademark claimed to have been infringed;
- a description of where the claimed infringing Content is located on our Sites;
- your address, telephone number, and email address
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright/trademark owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are authorized to act on behalf of the owner of the copyright/trademark interest involved.
CTD USA's Copyright Agent can be reached at: email@example.com or by telephone at: 1-877-360-5528.
6) WARRANTY OF OWNERSHIP AND NON-INFRINGEMENT
YOU REPRESENT AND WARRANT THAT YOU ARE THE OWNER OF THE CONTENT WHICH YOU SUBMIT AND THAT THE CONTENT DOES NOT INFRINGE UPON THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS (COPYRIGHTS AND TRADEMARKS) OR OTHER RIGHTS OF OTHERS. YOU ALSO REPRESENT THAT THERE ARE NO OUTSTANDING DISPUTES IN CONNECTION WITH THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN THE CONTENT OR ANY PARTS OF THE CONTENT.
You agree to defend, indemnify and hold CTD USA and CTD USA'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 Sites, (b) your use of the Sites, (c) your connection to the Sites, (d) your violation of the Agreement or (e) your violation of any rights of a third party.
8) No Resale
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Sites, use of the Sites or access to the Sites without CTD USA's express written consent.
You agree that CTD USA, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Sites, and remove and discard any Content you may have contributed to the Sites, at any time for any reason or no reason. CTD USA may also in its sole discretion and at any time discontinue providing the Sites, or any part thereof, with or without notice. You agree that any termination of your access to the Sites under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that CTD USA 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 Sites. Further, you agree that CTD USA shall not be liable to you or any third-party for any termination of your access to the Sites. Should you object to any terms and conditions of the Agreement or become dissatisfied with the Sites in any way, your only recourse is to immediately discontinue your use of the Sites and/or terminate your account.
The Sites may provide, or third parties may provide, links to other websites or resources. Because CTD USA has no control of such websites and resources, you acknowledge and agree that CTD USA is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such websites or resources. You further acknowledge and agree that CTD USA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource.
11) Public Reputation
You acknowledge and agree that you will not use any product ordered from CTD USA, including without limitation any stamp, in a way that would be damaging to CTD USA'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 CTD USA, including without limitation any stamp, in a public setting, including on the Internet, in a way which disparages CTD USA, CTD USA's board members, employees, shareholders or partners, or the United States Postal Service, CTD USA reserves the right to demand immediate return of the product, to furthermore pursue all recourses and remedies available under the law.
Prices for products on CTD USA Sites are described on our websites and are incorporated into this Agreement by reference. All prices are in US dollars. Prices and products may change at CTD USA's discretion.
13) Age Restrictions
You must be at least 13 years of age to use CTD USA Sites. Please contact us if you have any concerns or questions about this restriction.
Title and risk of loss for all Products ordered by you shall pass to you on CTD USA's shipment to the shipping carrier.
15) DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITES IS AT YOUR SOLE RISK. THIS SITES AND THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CTD USA AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
CTD USA DOES NOT MAKE ANY WARRANTY THAT (A) THE SITES OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR (B) THAT THE SITES OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES WILL MEET YOUR EXPECTATIONS, OR (D) THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU AGREE THAT CTD USA SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH THE SITES OR ANY CONTENT CONTAINED THEREIN INCLUDING BUT NOT LIMITED TO LOSS OF DATA FROM DELAYS, NONDELIVERIES OF CONTENT OR EMAIL, ERRORS, SYSTEM DOWN TIME, MISDELIVERIES OF CONTENT OR EMAIL, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, OR SERVICE INTERRUPTIONS CAUSED BY THE NEGLIGENCE OF CTD USA, ITS AFFILIATES, ITS LICENSORS, OR A USER'S OWN ERRORS AND/OR OMISSIONS.
YOU EXPRESSLY AGREE THAT USE OF THIS SERVICE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THESE SITES, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE.
YOU ACKNOWLEDGE THAT CTD USA DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THIS SERVICE. EXCEPT AS OTHERWISE AGREED IN WRITING, CTD USA AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THESE SITES.
YOU ACKNOWLEDGE THAT CTD USA MAKES NO WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THESE SITES WILL BE MAINTAINED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CTD USA OR THROUGH OR FROM THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
16) LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE, SHALL CTD USA OR ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, SUPPLIERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING CTD USA OR RELATED SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CTD USA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SITES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES OR (E) ANY OTHER MATTER RELATING TO THE SITES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
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.
These terms and conditions shall be governed by and construed in accordance with the laws of the state of Oregon, without resort to its conflict of law provisions. Any dispute with regard to this Agreement shall be submitted to one arbitrator for arbitration in Marion County, Oregon 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. CTD USA 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. CTD USA's failure to act with respect to a breach by you or others does not waive CTD USA's right to act with respect to subsequent or similar breaches. This Agreement constitutes the entire agreement between you and CTD USA, and supercedes all other communications, written or oral, with regard to the services provided by CTD USA.