Last Updated: 08/03/2016
These Terms apply exclusively to your access to, and use of, The Quilt, Inc. (“The Quilt,” “we” or “us”) website, located at http://www.thequilt.net/, and related services. (the “Site”). These Terms do not alter in any way the terms or conditions of any other agreement you or your employer may have with The Quilt, or our subsidiaries or affiliates, for products, services or otherwise.
The Quilt reserves the right to change or modify any of the terms and conditions contained in the Terms or any policy or guideline of the Site, at any time and in its sole discretion. If we make changes, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Site or updated the “Last Updated” date at the beginning of these Terms. Your continued use of this Site will confirm your acceptance of the revised Terms. Therefore, you should frequently review the Terms and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Site. If you do not agree to the amended terms, you must stop using the Site.
Please direct any question regarding the use of the Site, to email@example.com.
2. Copyright and Limited License For Users and Members
Unless otherwise indicated, the Site and all content and other materials on the Site, including, without limitation, The Quilt logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Site Materials”) are the proprietary property of The Quilt or our licensors or users and are protected by U.S. and international copyright laws.
You are granted a limited, non-sublicensable license to access and use publicly available areas of the Site for your informational, non-commercial and personal use only.
The foregoing licenses are subject to these Terms and do not include: (a) any resale or commercial use of the Site or the Site Materials therein; (b) the collection and use of any product listings, pictures or descriptions; (c) the distribution, public performance or public display of any Site Materials, (d) modifying or otherwise making any derivative uses of the Site and the Site Materials, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Site, the Site Materials or any information contained therein, except as expressly permitted on the Site; or (g) any use of the Site or the Site Materials other than for its intended purpose. Any access or use of the Site or the Site Materials other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes.
The member only portions of the Site may only be accessed and viewed by members of The Quilt and their employees whose duties reasonably require such disclosure (“Members”). Members are granted a limited, non-sublicensable license to access and use the Member Areas of the Site for your informational, non-commercial and internal business use only. By accessing or using the members only portion of the Site, you represent and warrant that you are a Member or an authorized employee of a Member, and you agree to immediately stop using the Site when such authorization ceases, such as when your employer is no longer a member of The Quilt.
Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
3. Specific Terms for The Quilt Members
3.1 Registration and Account: In order to access and use the members only areas or features of the Site, you will need to register as a Member. By registering as a Member, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain and promptly update from time to time as necessary your Registration Data; (c) maintain the security of account credentials and do not share them with others; and (d) immediately notify us if you discover or otherwise suspect any breaches related to your account or the Site.
3.2 Confidential and Sensitive Information: You acknowledge that the member only portions of the Site contains confidential, sensitive and proprietary information of The Quilt and its Members, including without limitation information about vendors, pricing, programs, survey results, facility locations and other nonpublic information about the Quilt and its Members (“Confidential Information”). You agree to protect the confidentiality of the Confidential Information with at least the same degree of care employed with respect to your own organization’s confidential or proprietary information and not to disclose any such Confidential Information to anyone other than Members and Member employees whose duties reasonably require such disclosure and who are under a written obligation to maintain the confidentiality of the Confidential Information.
“The Quilt” and The Quilt logo are registered trademarks of The Quilt. Any other product or service name or slogan contained in the Site may also be trademarks of The Quilt and its suppliers or licensors. These trademarks may not be copied, imitated or used, in whole or in part, without the prior written permission of The Quilt or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “The Quilt” or any other name, trademark or product or service name of The Quilt without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of The Quilt and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
You may create a text hyperlink to a public section of the Site for noncommercial purposes, provided such link does not portray The Quilt or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited permission may be revoked at any time. You may not use The Quilt logo or other proprietary graphic of The Quilt to link to this Site without the express written permission of The Quilt. Further, you may not use, frame or utilize framing techniques to enclose any The Quilt trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without our express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of The Quilt or any third party.
The Quilt makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Site, or websites linking to the Site. Such sites are not under the control of The Quilt and The Quilt is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. The Quilt provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by us of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
6. Third Party Content
The Quilt may provide third party content on the Site and may provide links to web pages and content of third parties (collectively, the “Third Party Content”) as a service to those interested in this information. The Quilt does not monitor or have any control over any Third Party Content or third party Web sites. The Quilt does not endorse or adopt any Third Party Content and can make no guarantee as to its accuracy or completeness. The Quilt does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk.
7. User or Member Conduct
You, whether you are a user visiting our Site or a Member, agree that you will not violate any law, contract, intellectual property or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Site You agree that you will abide by these Terms and will not:
- Use the Site in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site or that could damage, disable, overburden or impair the functioning of the Site in any manner;
- Reverse engineer any aspect of the Site or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any content, area or code of the Site;
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Site that you are not authorized to access;
- Develop any third party applications that interact with the Site without our prior written consent;
- Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Site, extract data or otherwise interfere with or modify the rendering of Site pages or functionality;
- Bypass or ignore instructions contained in the robots.txt file, accessible at www.thequilt.net/robots.txt, that controls all automated access to the Site; or
- Use the Site for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
In addition, if you are a Member of The Quilt, you also agree that you will not:
- Use or attempt to use another Member’s account without authorization from such Member and The Quilt;
- Create a text hyperlink to a member only section of the Site, whether or not the section is password protected.
Any questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information provided to us about us or our Site (collectively, “Feedback”) are non-confidential. The Quilt, our affiliates, and their respective successors and assigns may freely use, disclose or otherwise exploit the Feedback in any manner or purpose, commercial or otherwise, without acknowledgment or compensation to you.
You will defend, indemnify and hold harmless The Quilt, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any actual or threatened suit, demand or claim made against The Quilt and/or its independent contractors, service providers, employees, directors or consultants, arising out of or relating to your conduct, your violation of these Terms or your violation of the rights of any third party.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, THE SITE, THE SITE MATERIALS CONTAINED THEREIN AND ANY SERVICES PROVIDED ON OR IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE QUILT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT AND MATERIALS IN THE SITE. THE QUILT DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE SITE MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
THE QUILT IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR OTHERWISE. WHILE THE QUILT ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE SAFE, THE QUILT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
11. Limitation of Liability
IN NO EVENT SHALL THE QUILT, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CASED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM THE QUILT, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE QUILT’S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE QUILT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO THE QUILT FOR ACCESS TO OR USE OF THE SITE.
12. Modifications to the Site
The Quilt reserves the right to change any and all content contained in the Site, including the Site Materials, at any time without notice.
13. Applicable Law and Venue
These Terms and your use of the Site shall be governed by and construed in accordance with the laws of the State of Washington, applicable to agreements made and to be entirely performed within the State of Washington, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in King County, Washington and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
Notwithstanding any of these Terms, The Quilt reserves the right, without notice and in its sole discretion, to terminate your license to use the Site, and to block or prevent future your access to and use of the Site.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
16. Questions & Contact Information
Questions or comments about the Site or these Terms may be directed to The Quilt at firstname.lastname@example.org.
Questions or comments about the Site or these Terms may be directed to The Quilt at email@example.com.