Acceptance of Terms
By using this Website, you signify your agreement to (1) these Terms, and (2) the Website’ s Privacy Notice, found at http://www.vivacotton.com/privacy and incorporated herein by reference.  If you do not agree to these Terms or the Privacy Notice, do not use the Website.    When using the Website and purchasing any Company products, you agree to abide by any applicable posted guidelines which may change from time to time.  Should you object to any term or condition of these Terms, any guidelines, or any subsequent modifications thereto or become dissatisfied with Company or the Website in any way, your only recourse is to immediately discontinue use of the Website and your account.
As stated above, Company reserves the right, at any time, to change the Terms by publishing notice of such changes on the Website.  Any use of the Website and purchase of Company products by you after Company’ s publication of any such changes shall constitute your acceptance of these Terms as modified.  You agree that Company is permitted to access and use any information provided by you in connection with your purchase of Company products and, if necessary, to access such information to obtain contact information in order to provide notifications relating to the Company products sold to you.
Third Party Websites
These Terms apply to all users of the Website.  The Website may contain links to third-party websites that are not owned or controlled by Company.  Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites.  In addition, Company will not and cannot censor or edit the content of any third-party site.  By using the Website, you expressly relieve Company from any and all liability arising from your use of any third-party website.
General Use of the Website - Permissions and Restrictions
Company hereby grants you permission to access and use the Website as set forth in these Terms, provided that:
A. You agree not to distribute in any medium any part of the Website, without Company’ s prior written authorization.
B. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website in a manner that sends more request messages to the Company servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser.  Company reserves the right to revoke these exceptions either generally or in specific cases.  You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website (e.g. comments, email) for any commercial solicitation purposes.
C.  You will otherwise comply with the terms and conditions of these Terms and all applicable local, national, and international laws and regulations.
D.  You create an account with the Website through the online registration process set forth in the Website, and complete, to the Company’ s satisfaction, all forms and related documents.  Without limitation, minors are prohibited from becoming account holders.  In creating an account, you must provide the Company with accurate and complete account information, as prompted in the registration forms.  You must also promptly notify Company in writing if any of this information changes.  If you fail to provide or update this information, the Company may terminate your right to use your account.
E.  When you open your account, you will be asked to choose a password.  You must keep your password confidential.  You will be responsible for all use of your password and account, including, without limitation, any use by any unauthorized third party.  You must notify Company in writing immediately if you believe your password or account has been obtained or may be accessed or used by any unauthorized person or entity.  In addition, you must notify Company in writing immediately if you become aware of any other breach or attempted breach of the security of the Website.
Your Use of Content on the Website
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the Website.
A. As between you and the Company, the content on the Website, including without limitation, the graphics, photos, information, materials, interactive features and the like (collectively, "Content") and the trademarks, service marks, logos, insignias and other intellectual property contained therein ("Marks"), are owned by or licensed to Company, subject to copyright and other intellectual property rights under the law.  Content also includes the “ look and feel” of the Website (including its design, layout, color combinations, button shapes and other graphical elements). Content on the Website is provided to you as is for your information in connection with your purchase of Company products.
B.  You agree not to circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content, or enforce limitations on use of the Website or the Content.
C.  Company grants you a limited, revocable, nonsublicensable license to display the Content solely in connection with viewing the Website to evaluate whether or not you want to purchase Company products.  Any rights not expressly granted herein are hereby reserved by Company.
Digital Millennium Copyright Act
A. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
Company’ s designated Copyright Agent to receive notifications of claimed infringement is: Wolf, Rifkin, Shapiro, Schulman & Rabkin, LLP, 11400 W. Olympic Blvd., 9th Floor, Los Angeles, California 90064, Attn: Joseph Petro, Esq..  For clarity, only DMCA notices should go to the Copyright Agent any other feedback, comments, requests for technical support, and other communications should be directed to Company’ s customer service through http://vivacotton.com/contactus.html.  You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMITTED BY LAW.  COMPANY, ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, REPRESENTATIVES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF.  COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS WEBSITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS WEBSITE.  COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE, IF ANY, OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, IF ANY, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES IF SUCH A TRANSACTION TAKES PLACE.
Limitation of Liability
IN NO EVENT SHALL COMPANY, ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE AND PURCHASE OF ANY COMPANY PRODUCTS OR THIRD PARTY PRODUCTS OR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Termination of Use
Company may, in its sole discretion, change, suspend or discontinue any aspect of the Website at any time with or without notice, including the availability of any Website feature, database, or Content. Company may also impose limits on certain features and services or restrict your access to parts of the Website, or the entire Website, with or without notice, and without liability, at any time, in Company’ s exclusive discretion, for any reason or purpose, including, but not limited to, conduct that Company believe violates these Terms or other policies or guidelines posted on the Website. Upon any termination of this agreement, you shall immediately discontinue your use of the Website and destroy all materials obtained from it.
You agree that: (i) the Website shall be deemed solely based in California and (ii) the Website does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than Los Angeles County, California.  These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles.  Any claim or dispute between you and Company that arises in whole or in part from the Website or your account or any related document (including a purchase order form) shall be decided exclusively by a court of competent jurisdiction located in Los Angeles County, California.  These Terms, together with the Privacy Notice at http://www.vivacotton.com/privacy  and any other legal notices published by Company on the Website, shall constitute the entire agreement between you and Company concerning the Website.  If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.  No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Company’ s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.  Company reserves the right to amend these Terms at any time and without notice, and it is your responsibility to review these Terms for any changes.  Your use of the Website following any amendment of these Terms will signify your agreement to and acceptance of its revised terms. You and Company agree that any cause of action you may have arising out of or related to the Website, Company products, your account and/or any related purchase order must commence within one (1) year after the cause of action accrues otherwise, such cause of action is permanently barred.  You and Company also agree that if Company has any cause of action against you based on your breach of any term or provision herein, Company may bring a cause of action against you so long as such action(s) comply with any statute of limitations pursuant to the applicable laws of the State of California.