MORRISON DENIM IS AN OFFICIAL AND AUTHORIZED DIVISION OF MORRISON GREY. HERE FORWARD, MORRISON DENIM IS HERELY REFERRED TO AS MORRISON GREY.
Representations and Warranties
Each party represents and warrants that it has the power and authority to agree to be bound by these TCU. MORRISON GREY further warrants that it will provide the Website and all goods and services in a manner consistent with its business practices, as MORRISON GREY, in its sole and absolute discretion, deems fit. To the extent that you represent an entity of any type or any individual besides yourself, you represent and warrant that you have the proper authority to agree to these TCU on their behalf.
Disclaimer of Warranties and Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER MORRISON GREY, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS (COLLECTIVELY, THE “MORRISON GREY PARTIES”) WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION, SERVICES, MERCHANDISE AND/OR MATERIALS ASSOCIATED WITH OR PROVIDED THROUGH THE WEBSITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE WEBSITE AND THE GOODS, PRODUCTS, SERVICES, CONTENT AND/OR MATERIALS ASSOCIATED THEREWITH ARE PROVIDED TO YOU ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAWS.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THIS DISCLAIMER OF LIABILITY APPLIES TO ANY INJURY OR DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, TORTIOUS BEHAVIOR, OR UNDER ANY OTHER CAUSE OF ACTION. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU SPECIFICALLY ACKNOWLEDGE THAT THE MORRISON GREY PARTIES ARE NOT LIABLE FOR THE OFFENSIVE, DEFAMATORY OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE MORRISON GREY PARTIES OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE WEBSITE OR THE SOFTWARE USED IN CONNECTION WITH THE WEBSITE, WILL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE OR LOSS OF DATA, LOSS OF PROFITS OR BUSINESS INTERRUPTION, EVEN IF SUCH MORRISON GREY PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. YOU HEREBY ACKNOWLEDGE THAT THE PROVISION OF THIS SECTION SHALL APPLY TO ALL MATERIALS AND CONTENT ON THE WEBSITE. THE EXCLUSIONS AND LIMITATIONS STATED HEREIN ARE ENFORECABLE IN THE STATE OF NEW JERSEY; HOWEVER, SOME OTHER STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES AND AS A RESULT, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN ALL SUCH STATES, AS WELL AS THE STATE OF NEW JERSEY, THE LIABILITY OF THE MORRISON GREY PARTIES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
To the fullest extent permissible by applicable law, you shall defend, indemnify and hold the MORRISON GREY PARTIES harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or regarding your use of the Website and/or your violation of any provision of these TCU. MORRISON GREY shall have no indemnification obligation or other liability for any claim of infringement arising from (a) use of the Website and/or the goods, services or Materials associated with the Website other than in accordance with these TCU; (b) the combination of the Website and/or the goods, services or Materials associated with the Website with any other products, services, or materials; or (c) any third-party products, services, or materials.
You will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions regarding your use of the Website, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which MORRISON GREY controls and operates the Website and services associated therewith. Furthermore, you expressly agree not to violate any rights of publicity or privacy of any person, nor defame any person or entity.
Notices and Copyright Complaints
MORRISON GREY may give notice by means of a general notice on the Website, electronic mail to your e-mail address on record in MORRISON GREY’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in MORRISON GREY’s account information. You may give notice to MORRISON GREY at any time by letter sent by registered mail with return receipt to: 127 East Ninth Street, 921, Los Angeles, California 90015. All notices shall be deemed to have been given four days after mailing or 36 hours after sending by email or posting to the Website.
MORRISON GREY values its own intellectual property rights, and we also respect the intellectual property rights of others. As such, we require anyone using our Website to comply with these TCU and all applicable laws regarding intellectual property. MORRISON GREY complies with the Digital Millennium Copyright Act ("DMCA"), and if you believe that any Content or Materials on our Website violates these TCU or your copyright, please report the violation to us by sending a notice to MORRISON Grey via email firstname.lastname@example.org and via registered US mail sent return receipt to: DMCA Compliance Agent, 127 East Ninth Street, 921, Los Angeles, CA 90015. In order for your copyright violation to the be effective, it must include the following:
- An accurate description of the intellectual property or copyrighted work allegedly infringed
- The URL showing where the allegedly infringing material is located on the Website
- Your address, email and telephone number so that we may contact you
- Your statement that you have a good faith belief that the use of allegedly infringing material is not authorized by the owner of the intellectual property rights to said material
- Your statement (under penalty of perjury) that the information in your notice is true and correct and that you are either (I) the owner of the intellectual property or (ii) authorized to act on behalf of the owner of the intellectual property
- An electronic or physical signature of the owner of owner of the intellectual property or the individual authorized to act on behalf of the owner
As it is often difficult to determine whether intellectual property rights have, in fact, been violated, we may request additional information from you prior to removing the allegedly infringing material.
Governing Law and Dispute Resolution
To the fullest extent permissible by applicable law, this Website and its use will be governed by the substantive laws of the State of California law and the United States of America. By using this Website, you agree that any disputes, actions, claims or causes of action arising out of or in connection with these TCU or the Website (“Claim”) shall be submitted to binding arbitration with Judicial Arbitration and Mediation Services, Inc. ("JAMS"), pursuant to JAMS’ arbitration rules, held before a single, neutral arbitrator in Los Angeles, California. In the event that Claims exceed Five Million Dollars ($5,000,000.00), upon the request of MORRISON GREY, the Claims shall be decided by three (3) neutral arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to and enforced by any court of competent jurisdiction. This paragraph does not limit the right of MORRISON GREY to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. In the event of arbitration, the parties to arbitration may use legal counsel at their own expense, and the prevailing party shall be entitled to its reasonable costs and attorneys’ fees. This arbitration provision is subject to the Federal Arbitration Act and nothing in this provision will affect any claimant’s rights to seek relief from small claims court.
Claims brought on behalf of or allegedly representing or including other persons or entities, including but not limited to any class, consolidated, representative, collective, or private attorney general action, shall be a “Class Action.” Notwithstanding anything else in these TCU or the JAMS rules, any parties subject to this arbitration provision shall be barred from bringing or participating in any Class Action related to a dispute covered by this arbitration provision to the fullest extent permissible by applicable law. However, if these Class Action restrictions are ever deemed illegal or unenforceable, they shall be severed from this arbitration provision. In that event, any Class Action shall be exempted from this arbitration provision and brought in court.
These TCU represent the parties' entire understanding between each user of the Website and MORRISON GREY, regarding the subject matter hereof, and supersedes any prior or contemporaneous, conflicting or additional, statements, representations, communications, or agreements. MORRISON GREY reserves the right to change these TCU or its policies relating to the Website at any time and from time to time, and such changes will be effective upon being posted herein. You should visit this page from time to time to review the then current TCU because they are binding on you. Certain provisions of these TCU may be superseded by expressly designated legal notices or terms located on other pages of the Website, which may be posted from time to time. Your continued use of the Website after any such changes and/or postings shall constitute your consent to such changes. If any provision of these TCU is found to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between MORRISON GREY and you as a result of these TCU or use of the Website. To the fullest extent permissible by applicable law, MORRISON GREY may assign these TCU, in whole or in part, at any time, with or without notice to you. You may not assign these TCU, or any part of these TCU, to any other party. Any purported assignment in violation of this section shall be void. MORRISON GREY reserves the right to use Third-Party Providers in the provision of the Website and/or the goods, services and/or Materials associated therewith. To the fullest extent permissible by applicable law, the failure of MORRISON GREY to enforce any right or provision in these TCU shall not act as a waiver of such right or provision or the ability to later assert that right relative to the particular situation involved. To the fullest extent permissible by applicable law, any and all rights not expressly granted herein are reserved by MORRISON GREY.
Intellectual Property Notices
Elements of the Website are protected by copyright, trademark, trade dress and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the Website may be copied or retransmitted unless expressly authorized in writing by MORRISON GREY. The MORRISON GREY trademark and/or other identifiers referenced herein are trademarks of MORRISON GREY, and may be registered in certain jurisdictions.
Copyright © 2016 Morrison Grey , LLC. All rights reserved.
These TCU constitute an agreement that shall remain in effect unless and until suspended, discontinued or terminated by MORRISON GREY, at any time without notice. In the event of termination, you are no longer authorized to access this Website and the restrictions imposed on you with respect to the Content or Materials and the disclaimers and limitations of liabilities set forth in these TCU shall survive to the fullest extent permissible by applicable law. Notwithstanding the foregoing, you shall remain personally liable for any orders that you place or charges that you incur prior to termination.
Questions and Contact Information
If you have any questions about these TCU, or if you would like to request permission to use any Materials or Content from our Website, please feel free to send us an email at email@example.com.