TERMS OF USE

Acceptance of Terms

Viva Cotton, LLC, a California limited liability company ("Company"), through our website www.vivacotton.com (the “ Website” ), allows visitors to establish their own online account for the purpose of purchasing, at a wholesale level, the products sold on the Company’ s Website, subject to the following Terms of Use (the "Terms"), which may be updated by Company from time to time.   Company will provide notice of materially significant changes to the Terms by posting notice of such changes on the Website.   

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.  These Terms will remain in full force and effect as long as you are a user of the Website and in the event of termination of any membership, service or feature, you will still be bound by your obligations under these Terms.

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.

Price and Payment

You agree to pay all charges, including applicable taxes, in accordance with billing terms in effect at the time a purchase is made. We reserve the right to institute new fees or charges effective upon notice on the Website.   When prompted to do so, you must provide us with valid credit card information. If payments that cannot be charged to your credit card are returned to us for any reason, we reserve the right either to suspend or terminate your order, thereby terminating all further obligations by us.   We will notify you within two (2) business days after receipt of your purchase whether your order can be processed.  In the event we cannot process your order, we will let you know approximately how long it will take to process your order.  If you elect to cancel your order at such time, we will reimburse you for any fees charged to your credit card in connection with the cancelled order. 

Creating An Account 

You may browse the Website and view certain content without registering, but as a condition to using certain aspects of the Website, you may be required to register with us and select a password and email address ("User ID"). You shall provide us with accurate, complete, and updated registration information.  Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your account with us.  You shall not (i) select or use as a User ID a name or email of another person with the intent to impersonate that person (ii) use as a User ID a name or email subject to any rights of a person other than you without appropriate authorization or (iii) use as a User ID a name or email that is otherwise illegal, offensive, vulgar or obscene.  We reserve the right to refuse registration, cancel a User ID or deny your access to the Website in our sole discretion.  You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password and security information.  You shall never use another user's account without such other user's express written permission.  You will immediately notify us in writing of any unauthorized use of your account, or other account related security breach of which you are aware.  Please read our Privacy Policy, which describes the personally identifiable information we collect, use, disclose, manage and store.  You will be responsible for the confidentiality and use of your User ID, and for any and all activities that are conducted through your account, and agree not to transfer or resell your use of or access to the Website to any third party.  We are not liable for any harm caused or related to the theft or misappropriation of your User ID, disclosure of your User ID, or your authorization of anyone else to use your User ID.  If you have reason to believe that your account with us is no longer secure, you must promptly change your password and immediately notify us of the problem by emailing us at  privacy@vivacotton.com.

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.  Company makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in, or the products or services provided or sold by, any such site. Your linking to any other websites is at your own risk and you acknowledge that you bear all risks associated with access to and use of any content, information, data, advertising, videos, products, services, or materials on or available through such websites, and your access to and use of such websites is subject to the terms and conditions of use applicable to such websites.  You agree that the Company is not responsible for any loss or damage of any sort you may incur from dealing with such third party website(s).  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.  Without limitation, minors are prohibited from becoming account holders. 

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 you will not do any of the following:

A. Distribute in any medium or manner any part of the Website, for commercial use or otherwise, without Company' s prior written authorization, including making any derivative use of the Website or Company materials.

B. 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. 

C. 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. 

D. Circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Materials, or enforce limitations on use of the Website or Materials.

E. Copy, reproduce, republish, upload, post, transmit, or distribute in any way any Materials without our written permission, other than as expressly allowed by us.

F. Transmit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature.

G. Use any meta tags or any other "hidden text" utilizing the name “ Viva Cotton” or any substantially similar name without our written consent.

You will otherwise comply with the terms and conditions of these Terms and all applicable local, national, and international laws and regulations.

Ownership 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, the 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, trademark, 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.    All Website design, text, graphics, and the selection and arrangement thereof, are owned by the Company. Copyright © 2013, Viva Cotton, LLC, ALL RIGHTS RESERVED.

B. 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):

· A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

· Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site

· Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material

· Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail

· A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law and

· A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

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.

Warranty Disclaimer

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.

Indemnity

You agree to defend, indemnify and hold harmless Company, its officers, members, managers, employees, representatives and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website (ii) your violation of any term of these Terms of Use or (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive these Terms of Use and your use of the Website.

Ability to Accept Terms of Use

You affirm that you are either 18 years of age or older, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. 

Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction.

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.

General

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.