TERMS AND CONDITIONS
These Terms and Conditions were last updated on May 25, 2018.
These Terms and Conditions apply to this website and any other websites owned and operated by Cotton Incorporated (collectively, the “”Websites,” and each, a “Website”). Cotton Incorporated may be referred to herein as “Cotton” or “we” or “us” or “our.” By accessing or using a Website, you agree to be bound to these Terms and Conditions, including any other terms, conditions or policies that appear on our Websites, which terms, conditions and policies are incorporated herein by reference. If you do not agree to these Terms and Conditions, do not access or use any Website offered by Cotton and do not engage in any services offered by us. The Websites are the property of Cotton and its licensors.
Review these Terms and Conditions to learn what users may and may not do with or on the Websites. We reserve the right, in our sole discretion, to terminate, change, suspend or discontinue any aspect of our Websites, including, but not limited to, content and features, and to impose limits on certain features of our Websites or restrict your access to all or part of any of the Websites without notice or penalty.
CHANGES TO THESE TERMS AND CONDITIONS.
Cotton reserves the right to change these Terms and Conditions from time to time. If we believe the changes are material, we will notify you that the Terms and Conditions have changed by posting a notice thereof on the homepage of our Websites and in other places we deem appropriate. Changes will be effective upon the posting of the changes. It is your responsibility to review and become familiar with the modified Terms and Conditions and decide whether you want to continue using our Websites. By using the Websites following any changes to these Terms and Conditions, you agree to be bound by any such changes to these Terms and Conditions.
CONTENT; USE OF THE WEBSITES.
Cotton owns, solely and exclusively, all rights, title and interest in and to the Websites, all the text, content, graphics, interfaces, code and materials thereon, the look and feel, selection and arrangement, design and organization of the Websites, and the compilation of the content, code, data and materials on the Websites, including, but not limited, to all intellectual property and proprietary rights therein. Your use of the Websites does not grant to you ownership of any of the foregoing. The Websites are copyrighted as a collective work under the United States and other copyright laws and are the property of Cotton. The collective work includes works that are licensed to Cotton. All trademarks, service marks, and trade names (collectively the “Marks”) are trademarks or registered trademarks of, and are proprietary to, Cotton or its licensors. We do not grant you any license or other authorization to use the Marks.
The Websites are for your personal and noncommercial use only. You may not copy, reproduce, distribute (including mirroring), transmit, publicly display, upload, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell or otherwise exploit the Websites or any content, information, products or services obtained from the Websites, for any commercial purpose or enterprise. You may display and, subject to any restrictions or limitations relating to specific material, electronically copy, download onto a single personal computer and print single hard copy portions of the material from the Websites solely for your own noncommercial, lawful use. If you make any other use of the Websites or their content, except as otherwise provided above, you may violate copyright and other laws and regulations of the United States and other countries, territories and regions, as well as applicable state laws, and you may be subject to liability for such unauthorized use. You may not use the Websites or any content within the Websites for any purpose that is unlawful or prohibited by these Terms and Conditions or to solicit the performance of any illegal activity or other activity which infringes the rights of Cotton, or other individuals or entities.
You may not: (a) use any automatic device, program, algorithm or methodology, or engage in harvesting of email addresses or other personal information, unsolicited emailing, telephone calls or mailings, spoofing, flooding, overloading, spidering, “screen scraping,” “database scraping,” or any similar or equivalent manual process to access, acquire, copy or monitor any portion of the Websites or any content on the Websites; (b) decompile, disassemble or reverse engineer the Websites or any portion thereof; or (c) attempt, by hacking, password “mining” or any other means, to gain unauthorized access to the Websites, any portion or features of the Websites or any of the services offered on or through the Websites. You may not use the Websites in any manner that could damage, disable, overburden, or impair the Websites or interfere with any other individual’s use and enjoyment of the Websites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Websites. You may not breach the security or authentication measures on the Websites or any network connected to the Websites.
You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Websites, or any other customer of Cotton, to its source, or exploit the Websites or any service or information made available or offered by or through the Websites, in any way where the purpose is to reveal any information, including, but not limited to, Personal Data, other than your own Personal Data, as provided for by a Website. “Personal Data” is any information, that can be used to uniquely identify a person, either directly or indirectly. This includes information such as a name, an identification number, location data, and an online identifier. You may not upload, post to, transmit to, distribute through or otherwise publish through a Website any materials that restrict or inhibit any other user from using and enjoying a Website, initiate or encourage conduct that would constitute a criminal offense or give rise to civil liability, contain a virus or other harmful component, consist of advertising of any kind, or contain false or misleading indications of origin or statements of fact.
ACCOUNTS AND PASSWORDS.
We may issue you, or enable you to establish, a username and password for one or more Websites. If we issue you or you establish a username and password, you are responsible for maintaining the confidentiality of your account information and account password, and for any activity that occurs under your account, including any activity that occurs as a result of your failure to keep secure and maintain the confidentiality of your account and password information. You will (a) immediately notify us 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. It is your sole responsibility to control the dissemination and use of your password, control access to and use of your account, and notify Cotton when you desire to cancel your account on the Websites. You may not use anyone else’s password or account at any time on the Websites. We will not be responsible or liable for any loss or damage arising from your failure to comply with these requirements, and you may be held liable for any losses incurred by Cotton or any other user of the Cotton Websites if your failure to keep your account information secure and confidential results in someone else’s use of your account, password and account information. You have the right to delete your account at any time by contacting us via one of the options listed in the “Contact Us” section of these Terms and Conditions. If you choose to delete your account, we will delete the non-public Personal Data we have in connection with your account.
USER-CREATED CONTENT AND PARTICIPATION IN PUBLIC FORUMS.
Cotton offers on one or more of the Websites the opportunity for users to post or submit content in various forms, including video, music, images, sounds, endorsements, photographs, graphics, comments and other material or information you upload or transmit to public forums on a Website, including any chat text or status updates (“User Content”). You may only upload to a Website User Content that you have the legitimate rights to share, that you created and own, or that you have express permission from the rightful owner to use. By uploading any User Content to a Website, you represent and warrant that your uploading and use of such User Content does not violate or infringe the rights of any third party, including, but not limited to, privacy, publicity or intellectual property rights, and does not constitute copyright infringement in or to the User Content. User Content must not disparage Cotton Incorporated or any other person or party affiliated with Cotton Incorporated. User Content must not contain brand names or trademarks other than those owned by Cotton, which user has a limited license to use to incorporate in his/her User Content for specific public forums only. The User Content must not contain images or artwork not created by user. Public forums are areas, sites or features on a Website, including chat areas, message boards, instant messages, mobile messaging, blogs and send-a-friend emails.
Harassment in any manner or form on any of the Websites, including via email, via chat or by obscene or abusive language, is strictly forbidden. You may not upload to, distribute, or otherwise publish through a Website any content that: (a) exploits the images or likenesses of minors, (b) uses the names or likenesses of persons living or dead without their permission, or that impersonates any person or entity, (c) infringes another’s right of publicity or right of privacy, (d) is generally offensive or inappropriate, indecent, hateful, slanderous or libelous, defamatory, tortious, fraudulent, obscene, pornographic, threatening, intimidating, abusive, or promotes bigotry, racism, hatred or harm against any group or individual, or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age in violation of any applicable law, regulation or ordinance, or is otherwise objectionable, or (e) may constitute or encourage a criminal or civil offense, violate the rights of any party or otherwise give rise to liability or violate any law. You may not upload commercial content on a Website or use a Website to solicit others to join or become members of any other commercial online service or other organization.
You may only post or submit User Content on public forum areas of a Website where Cotton has given you permission to do so, and by posting User Content to a Website, you hereby grant us and our licensees, distributors, agents, representatives and other authorized users, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable (in whole or part) worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify (including removing lyrics and music from any User Content or substituting the lyrics and music in any User Content with music and lyrics selected by us), create derivative works based upon, perform and otherwise exploit such User Content, in whole or in part, in all media formats and channels now known or hereafter devised for any and all purposes, all without further notice to you, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity. Notwithstanding the foregoing, if you post or submit any Personal Data, we will explicitly seek your consent to use the Personal Data that you submit in connection with the submission or posting of any User Content to a Website. If it is determined that you retain moral rights (including rights of attribution or integrity) in the User Content, you hereby agree that (a) you do not require that any personally identifying information be used in connection with the User Content, or any derivative works of, or upgrades or updates thereto; (b) you do not oppose the publication, use, modification, deletion and exploitation of the User Content by Cotton or its agents; (c) you waive and will not claim or assert any entitlement to any moral rights of an author in any of the User Content; and (d) you release Cotton from any claims that you could otherwise assert against Cotton by virtue of any moral rights.
By viewing communications in any public forum on a Website, you acknowledge and agree that public forums are for public rather than private communications and you have no expectation of privacy with regard to any User Content submitted to a public forum. We cannot and do not guarantee the security of any information you disclose on a Website. Cotton has no obligation to screen, edit or monitor User Content posted to or created by users accessing a Website and is not responsible for the content of User Content. Your use of a Website, including any disclosures you make, is at your own risk. Opinions posted on public forum areas of a Website and elsewhere by users are not the opinions of Cotton. You acknowledge that by providing you with the ability to view and distribute User Content on the Websites, Cotton is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any content or activities on the Websites. Nonetheless, Cotton reserves the right, and has sole discretion, to block or remove without notice User Content posted or stored on the Websites.
NOTE THAT THERE ARE RISKS, INCLUDING, BUT NOT LIMITED TO, THE RISK OF PHYSICAL HARM AND OF DEALING WITH STRANGERS, UNDERAGE PERSONS OR PEOPLE ACTING UNDER FALSE PRETENSES. YOU ASSUME ALL RISKS ASSOCIATED WITH DEALING WITH OTHER USERS WITH WHOM YOU COME IN CONTACT THROUGH THE WEBSITES. BECAUSE USER AUTHENTICATION ON THE INTERNET IS DIFFICULT, COTTON CANNOT AND DOES NOT CONFIRM THAT EACH USER IS WHO THEY CLAIM TO BE. BECAUSE WE DO NOT AND CANNOT BE INVOLVED IN USER-TO-USER DEALINGS OR CONTROL THE BEHAVIOR OF USERS, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE COTTON FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL, DIRECT AND INDIRECT) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
NOTICES FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT AND TAKEDOWN PROCEDURE.
Pursuant to Title 17, United States Code, Section 512, if you believe in good faith that User Content hosted by Cotton infringes your copyright, send a notice of claimed copyright infringement to the Website’s designated agent at Cotton Incorporated. Provide the following information so that we can evaluate and respond to your notice:
- A clear identification of the copyrighted work you claim was infringed.
- A clear identification of the User Content you claim is infringing the copyrighted work, and information that will allow us to locate that User Content on a Website, such as a link to the infringing material.
- Your contact information so that we can reply to your complaint, including an email address and telephone number.
- Include the following statement: “I have a good faith belief that the material that is claimed as copyright infringement is not authorized by the copyright owner, its agent, or the law.”
- Include the following statement: “I swear, under penalty of perjury, that the information in this notice is accurate and I am the copyright owner, or am authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.”
- The notice must be signed by the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
To contact us for any other reason, please use the “Contact Information” link on the main page of our main Website (cottoninc.com), or contact us using one of the options listed in the “Contact Us” section below. Cotton respects the intellectual property of others, and we ask our users and visitors to do the same. Cotton will process and investigate notices of alleged infringement and will take appropriate actions in accordance with the applicable intellectual property laws, including, but not limited to, taking down any allegedly infringing material from a Website upon notice to a Website’s designated agent at Cotton Incorporated. You may want to consult an attorney before filing a notice or counter-notice. You may be liable for damages, including attorneys’ fees and costs, if you make a false claim of copyright infringement.
Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act and other applicable law, Cotton has adopted and reasonably implemented a policy of terminating, in appropriate circumstances and at our sole discretion, user accounts and submitters who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Cotton Websites of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
We do not solicit nor do we wish to receive any ideas or suggestions from you regarding current or future products, services, promotions, opportunities or advertising (a “Submission”), whether submitted to a Website, by email or in any other manner. If you nonetheless submit a Submission to us, you agree that any Submission you make is not confidential, and that you have no expectation of any review, compensation or consideration of any type.
LINKS TO UNAFFILIATED WEBSITES AND SUBMISSIONS TO UNAFFILIATED ENTITIES.
In an attempt to provide increased value to our visitors, this Website may contain links to other websites on the Internet that are owned and operated by entities other than Cotton (the “Linked Websites”). Cotton does not control the Linked Websites, which have privacy and data collection practices independent of Cotton. Cotton has no responsibility or liability for or with respect to the accuracy or availability of information provided by Linked Websites or the independent policies or actions on or of the Linked Websites, and Cotton is not responsible for the privacy practices or for the content of Linked Websites. Links to Linked Websites are only for your convenience and you access them at your own risk. Links do not imply that Cotton sponsors, endorses or is affiliated or associated with Linked Websites or the content, products, advertising or other materials presented on such Linked Websites. Nonetheless, Cotton seeks to protect the integrity of its Websites and the links placed upon them and therefore requests any feedback regarding not only the Cotton Websites but also regarding websites to which they link (including if a specific link does not work). However, you should contact the website administrator for the Linked Websites if you have any concerns, including questions relating to the collection or use of information, in connection with such Linked Websites.
OUR WEBSITES ARE ONLY INTENDED FOR VIEWING IN THE UNITED STATES IF YOU ARE EIGHTEEN (18) YEARS OR OLDER AND NOT A MINOR IN YOUR STATE OF RESIDENCE. IF YOU ARE NOT AN INTENDED USER, KINDLY DO NOT USE OR VIEW OUR WEBSITES. Cotton does not filter advertisements or other content that children may view through our Websites. We encourage parents and guardians to spend time online with their children and to consider using software that filters Internet content that is not appropriate for children.
THE WEBSITES AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COTTON HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES:
- THAT THE CONTENT OF THE WEBSITES IS ERROR-FREE, OF ANY PARTICULAR LEVEL OF QUALITY, NON-INFRINGING, OR FIT FOR A PARTICULAR PURPOSE.
- THAT DEFECTS OR INACCURACIES WILL BE CORRECTED.
- THAT THE CONTENT OF THE WEBSITES WILL REMAIN AVAILABLE TO YOU.
- THAT OPERATION OF THE WEBSITES WILL BE UNINTERRUPTED.
- THAT THE WEBSITES, CONTENT, AND THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- THAT ANY PARTICULAR RESULTS OR OUTCOMES WILL RESULT FROM PROPERLY FOLLOWING ANY RECIPES, DIRECTIONS, INSTRUCTIONS OR ADVICE ON THE WEBSITES.
COTTON FURTHER DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED, PURCHASED, OR OFFERED ON OR THROUGH THE WEBSITES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COTTON HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR NON-COMPLIANCE WITH ANY CODES, INFRINGEMENT OR MISAPPROPRIATION. IN CERTAIN JURISDICTIONS, THE LAW MAY NOT ALLOW US TO DISCLAIM OR EXCLUDE WARRANTIES, SO THE DISCLAIMERS ABOVE MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL COTTON OR ANY OF ITS OFFICERS, DIRECTORS, MEMBERS, PARTNERS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS (COLLECTIVELY, THE “PROTECTED ENTITIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF COTTON HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE WEBSITE OR THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THE WEBSITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE WEBSITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) IN THE AGGREGATE, ARISING FROM THESE TERMS AND CONDITIONS OR YOUR USE OF ANY COTTON WEBSITE, EXCEED, IN THE AGGREGATE, $10. BECAUSE SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON WARRANTIES, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE FOREGOING LIMITATIONS ON DAMAGES, LOSSES, AND CAUSES OF ACTION AND THE TOTAL AGGREGATE LIABILITY ASSOCIATED THEREWITH SHALL NOT APPLY TO PERSONS WHO RESIDE IN THE EUROPEAN ECONOMIC AREA (“EEA”) AND BRING CLAIMS UNDER THE EUROPEAN UNION’S GENERAL DATA PROTECTION REGULATION (“GDPR”).
You agree to indemnify, defend, and hold harmless the Protected Entities from and against all claims, liabilities, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting in any way from your use of the Cotton Websites, your submission of User Content or of other unsolicited submissions, your breach or violation of the law, any third party right or of these Terms and Conditions or any activity related to your Website account (including negligent or wrongful conduct), by you or any other person accessing a Website using your Website account. The foregoing does not apply to you if a court of competent jurisdiction in the EEA member country where you have your habitual residence finds that the Protected Entities are liable to you under the GDPR in connection with your use of the Websites or your submission of User Content.
These Terms and Conditions and the relationship between you and Cotton shall be governed in all respects by the laws of the State of North Carolina, U.S.A., without regard to its conflicts of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods.
We control and operate the Cotton Websites from our offices in the United States of America. Cotton makes no representation that materials on the Cotton Websites are appropriate or available for use in other countries, and access to them from countries, territories or regions where the Cotton Websites’ content is illegal is prohibited. Persons who choose to access a Website from locations outside the United States do so on their own initiative and are responsible for compliance with applicable local laws and regulations. You may not use or export the content of the Cotton Websites in violation of U.S. or any other jurisdiction’s export, re-export or import laws and regulations.
You agree that the exclusive jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to the Websites or these Terms and Conditions (including but not limited to the purchase of Cotton products) shall be in the state or federal courts located in Wake County, North Carolina, and you agree to submit to the personal and exclusive jurisdiction of such courts. Notwithstanding the foregoing, if you are a resident of the EEA, and you bring a claim or cause of action under the GDPR, then you have a right to bring those claims or causes of action before the courts of the EEA member country where you have your habitual residence. You agree that regardless of any statute or law to the contrary, any cause of action or claim you may have with respect to a Website or these Terms and Conditions must be commenced within one (1) year after the claim or cause of action arises or be forever barred. Cotton’s failure to insist upon or enforce strict performance of any provision of these Terms and Conditions shall not be construed as a waiver of any provision or right. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the intentions as reflected in the provision, and the other provisions of these Terms and Conditions remain in full force and effect. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms and Conditions. Cotton may assign its rights and duties under these Terms and Conditions to any party at any time without notice to you.
By using a Website, you agree that Cotton, at its sole discretion, may require you to submit any disputes arising from the use of a Website, or these Terms and Conditions, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in these Terms and Conditions or its adaptation to newly arisen circumstances, to final and binding arbitration under the Commercial Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said Rules. Such proceeding shall take place in Wake County, North Carolina. The arbitrator(s) shall have no authority to award punitive, consequential or other damages not measured by the prevailing party’s actual damages in any arbitration initiated under this section, except as may be required by applicable law. The foregoing shall not apply to persons who are residents of the EEA who submit disputes under the GDPR. If you are a resident of the EEA and submit a dispute under the GDPR, you have a right to bring your dispute before the courts of the EEA member country where you have your habitual residence.
If you have any questions, comments or feedback about our Websites, services, or products, please contact us by mail at: Cotton Incorporated, Attn: Intellectual Property, Contracts & Legal Department, 6399 Weston Parkway, Cary, North Carolina 27513, or by email by filling in the boxes below.