URBAN BRANDS WEBSITE TERMS OF USE AND GENERAL TERMS AND CONDITIONS
WEBSITE TERMS OF USE
By visiting www.urbanbrands.com.au (and any of its affiliated sites) you agree to abide by the Terms of Use described below. We have created these rules and guidelines to protect you and to ensure that the Websites are safe for everybody. By agreeing to these terms, you are taking responsibility for your own actions. If you do not agree to the terms of use below, please do not access or use the Websites. This Privacy Policy applies to the websites that are listed below, which are owned and operated by Urban Brands (collectively, the “Website(s)”):
LEGAL NOTICE USE OF THE WEBSITES:
Accuracy of Information. Urban Brands obtains all information, downloadable files and software contained herein from sources believed by Urban Brands to be accurate and reliable. Because of the possibility of human and mechanical error as well as other factors, Urban Brands shall not be held responsible for any errors or omissions in the information, and/or downloadable files, and/or software available at the Websites. Urban Brands makes no representations, and expressly disclaims all responsibilities, about the suitability, for any purpose, of the information, downloadable files and/or software that are available to the user at the Websites. Information and software may be changed at any time without notice of any kind. Any reliance you place on such information is strictly at your own risk.
Acceptance of Terms of Use of the Websites. The access to the Websites is provided to you by Urban Brands under these Terms of Use. Although portions of the Websites may be viewed simply by visiting such Website, to receive additional services from Urban Brands you may need to sign on or register as a member of such Website. If you sign on or if you register as a member of the Websites’ community, these Terms of Use will govern your use of the Websites, including access to message boards and other features. By accessing, browsing, submitting information to and/or using the Website, you agree and acknowledge on your own behalf that you have read, understand and agree to be bound by the Terms of Use and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. If you do not agree to these Terms of Use, please do not use the Websites.
These Terms of Use govern your use of the Websites and all services provided in connection with the Websites. Urban Brands shall not be liable to you for any breach of these Terms of Use. In addition, Urban Brands does not bear any fiduciary responsibility to any user of the Websites. The Terms of Use for your continued use of the Websites will be posted on the Websites. Please check this area, and the Modifications to These Terms of Use section below, before using the Websites to determine whether a change has been made to these Terms of Use. Registration Information/Privacy Policy Collection of Personal Information When you engage in certain activities on this site, such as filling out forms, Urban Brands may ask you to provide certain information about yourself by filling out and submitting an online form. It is completely optional for you to engage in these activities. If you elect to engage in these activities, however, Urban Brands may require that you provide certain personal information, such as your name, mailing address, email address, and other personal identifying information. Urban Brands collects, uses, and discloses this information in accordance the Urban Brands Website Privacy Policy.
USE OF COOKIES
When you visit the Websites, you can surf the site anonymously and access important information without revealing your identity. To analyze and improve our site, Urban Brands uses “cookies” to track your visit. For more information on cookies and automated information collection tools used on the Websites, please see the Urban Brands Website Privacy Policy.
URBAN BRANDS CONTACT INFORMATION
Attn: Urban Brands – Website Privacy. Email: info@urbanbrands.com.au
PROHIBITED USES
You agree that you will not:
Use the Websites in any manner that could damage, disable, overburden, or impair the Websites or interfere with any other party’s use and enjoyment of them;
Attempt to gain unauthorized access to any Website account, computer systems or networks associated with Urban Brands or the Websites;
Obtain or attempt to obtain any materials or information through the Websites by any means not intentionally made available or provided by Urban Brands;
Use any robot, spider, or other automatic device, process or means to access the Websites for any purpose, including monitoring or copying any of the material on the Websites;
Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
Attack the Websites via a denial-of-service attack or a distributed denial-of-service attack; or Impersonate or attempt to impersonate Urban Brands, a Urban Brands employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
MODIFICATIONS OF THESE TERMS OF USE
Urban Brands may modify these Terms of Use from time to time at its sole discretion. Each time you log on to the Websites, you will be deemed to have accepted any such changes, unless you arrange to terminate your registration with the Websites immediately (i) by notifying Urban Brands of your unwillingness to accept the changes to the Terms of Use; and (ii) by discontinuing your use of the Websites. Urban Brands may modify or discontinue the Websites with or without notice to you and without liability to you or to any third party.
INTELLECTUAL PROPERTY NOTICES
The Websites and the data, material, content or other information therein (the “Content”) are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the Website or Content in any manner, except as expressly permitted by Urban Brands in these Terms of Use. The Website and Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of Urban Brands or applicable owner.
COPYRIGHTS
Copyright. You should assume that everything you see or read on the Websites is copyrighted unless otherwise noted and may not be used without the written permission of Urban Brands. Urban Brands neither warrants nor represents that your use of materials displayed on the Websites will not infringe the rights of third parties. Content, images, photographs, data, or illustrations displayed on the Websites is either property of, or used with permission by, Urban Brands. The use of these materials by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms of Use or specific permission provided elsewhere on the Websites. Any unauthorized use of any content, images, photographs, or illustrations may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
TRADEMARKS
Trademark. Nothing contained on the Websites should be construed as granting or conveying, by implication, or otherwise, any license or right to use any trademark displayed on the Websites without the written permission of Urban Brands or such third party that may own a trademark displayed on the Websites. Your misuse of Urban Brands’s trademark(s) displayed on the Websites, or any other Content on the Websites, except as provided herein, is strictly prohibited.
You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Websites. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, Urban Brands or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.
THIRD PARTY SERVICES
Special routing icons may be included within the Websites, the activation of which will allow you to access and learn more about Urban Brands and other services provided by Urban Brands or its affiliates whereby the use of such icons is free of additional charge to you. When you access any of these services, your rights and obligations will be governed by the agreements and policies relating to the use of these services.
DISCLAIMER OF WARRANTIES
You expressly agree that use of the websites is at your sole risk. The websites are provided on an “as is” and “as available” basis. Urban Brands expressly disclaims all warranties of any kind, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose. Urban Brands makes no warranty that the websites will meet your requirements, or that the websites will be uninterrupted, timely, secure, or error free; nor does Urban Brands make any warranty as to the results that may be obtained from the use of the websites. Urban Brands will not be liable for any direct, consequential or incidental damages, whether foreseeable or not, which may result from the unavailability or malfunction of the websites. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the websites is at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. You understand and agree that Urban Brands does not guarantee the accuracy or completeness of any information in or provided in connection with the website. Urban Brands is not responsible for any errors or omissions or for the results obtained from the use of such information. The information is provided with the understanding that neither Urban Brands nor its members, while such members are participating in the websites, are engaged in rendering legal, business, investing, counseling or other advisory services. Urban Brands encourages you to seek appropriate professional advice or care for any situation or problem that you may have. Urban Brands shall not be responsible for any loss or damage caused, or alleged to have been caused, directly or indirectly, by the information or ideas contained, suggested or referenced in this service area. Your participation in the websites is entirely at your own risk. No advice or information, whether oral or written, obtained by you from Urban Brands or through the websites shall create any warranty not expressly made herein. Urban Brands makes no warranty regarding any goods or services purchased or obtained through the websites or any transactions entered into through the websites. Urban Brands is not responsible for the content on the internet or world wide web pages that is contained outside the website. As a convenience to the websites’ users, Urban Brands may provide links to resources that are beyond Urban Brands’s control. Urban Brands makes no representations as to the quality, suitability, functionality or legality of any sites to which the websites may provide links, and you hereby waive any claim you might have against Urban Brands with respect to such sites.
LIMITATION OF LIABILITY
Urban Brands shall not be liable for any direct, indirect, incidental, special, or consequential damages, resulting from the use or the inability to use the websites or for the cost of procurement of substitute goods and services or resulting from any goods or services purchased or obtained or messages received or transactions entered into through the websites or resulting from unauthorized access to or alteration of your transmissions or data, including but not limited to, damages for loss of profits, use, data, or other intangibles, even if Urban Brands has been advised of the possibility of such damages.
EXPORT COMPLIANCE
The Platform may be subject to Australian export controls and economic sanctions. Your rights and obligations hereunder shall be subject to such Australian laws and regulations as shall from time to time govern the license and delivery of technology abroad by persons subject to the jurisdiction of Australia. You each shall certify that it shall not, directly or indirectly, export, re-export or transship the Products (as defined below) in such manner as to violate such laws and regulations in effect from time to time. You shall indemnify and hold harmless Urban Brands from and against any and all losses, claims and expenses incurred by Urban Brands as a result of the breach of your obligations under this Section.
MARKETING
Urban Brands may, from time to time, send email messages to you containing advertisements, promotions, etc. Urban Brands makes no representation or warranty with respect to the content of any such email messages or services that may be obtained from Urban Brands, and you agree that Urban Brands shall not have any liability with respect thereto.
INDEMNIFICATION
You agree to indemnify and hold each officer and/or employee of Urban Brands, its parent companies, subsidiaries and affiliates, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Websites or Content, the violation of these Terms of Use by you, or the infringement by you, or any other user of your account, of any intellectual property or other right of any person or entity.
APPLICABLE LAW
These Terms of Use shall be governed by and construed in accordance with the laws of the state of Victoria, without regard to conflicts of laws provisions thereof. The sole jurisdiction and venue for actions related to the subject matter hereof shall be Victoria. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Any cause of action or claim you may have arising out of or relating to these Terms of Use or the Websites must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
REMEDIES FOR BREACH OF THESE TERMS BY YOU
In the event that Urban Brands determines, at its sole discretion, that you have breached any portion of these Terms of Use, or have otherwise demonstrated conduct inappropriate for the community of the Websites, Urban Brands reserves the right to (i) warn you via email that you have violated these Terms of Use; (ii) delete any content provided by you or your agent(s) to the Websites, (iii) delete all content provided by you to the Websites, (iv) discontinue your registration with the Websites; (v) notify and/or send content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (vi) any other action which Urban Brands deems to be appropriate. In its sole discretion, Urban Brands may terminate or suspend your access to the Websites for breach of these Terms of Use or for any reason whatsoever, with or without notice. Urban Brands shall not be liable for any losses or damages arising from any such termination of service.
MISCELLANEOUS
In the event that any provision of the Terms of Use conflicts with the law under which the Terms of Use are to be construed or if any such provisions are held invalid by a court with jurisdiction over the parties to the Terms of Use, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of these Terms of Use will remain in full force and effect. The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Terms of Use or to exercise any right under the Terms of Use will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance, rather, the same will be and remain in full force and effect. These Terms of Use and any Additional Terms constitute the entire understanding between the parties as to the subject matter herein, and supersede all prior agreements and understandings. Any legally unenforceable provision of these Terms of Use will, at the election of Urban Brands, be deleted or modified to correct the defect and, regardless, the remainder of the terms of these Terms of Use will remain valid and enforceable.
TERMS AND CONDITIONS FOR THE SALE OF GOODS
These Terms and Conditions form a contract between the customer (you) and Urban Brands that apply to the ordering, purchase, fulfilment and delivery of goods from Urban Brands or one of its affiliates. Please read these Terms and Conditions carefully before placing your Order as these Terms and Conditions contain important information about ordering.
PURCHASE ORDERS
All purchase orders must include the distributor’s name, address, phone number, ABN number, product item number/colour, quantity being ordered, pricing, decoration instructions (including PMS numbers as applicable), ship method (if applicable), ship to address and “in hands date”.
SAMPLE ORDERS
Urban Brands provides any available samples free of charge for pick up. If you would like samples sent out for delivery, shipping charges will apply. Please contact Urban Brands for delivery charges prior to placing your sample order.
CHANGES AND CANCELLATIONS
Changes to any purchase order must be made in writing and require Urban Brands approval prior to being submitted. Please contact our team immediately if a change or alteration is needed. Changes made to orders after colour confirmations and/or proof approvals will have their timelines reset. Please note that changes made after colour confirmations, email proofs and/or preproduction proofs may not be possible and/or may incur charges. Cancellation requests must also be submitted in writing and require preapproval from Urban Brands before being submitted. The distributor will be liable for any costs incurred up to the point of approved cancellation.
UNBRANDED ORDERS
Unbranded orders are final and returns will not be accepted for any reason. With our free sample policy we highly suggest picking up and reviewing a sample prior to ordering. For prepaid customers, unbranded orders must be paid in full before they will be scheduled for shipping. Please note that we do not offer holds of any kind and any unbranded order that has not been paid for within 48 hours will be cancelled. Urban Brands will do its best but cannot guarantee you will be notified of a canceled order due to non-payment.
DIGITAL PROOFS, PREPRODUCTION PROOFS APPROVALS
Digital proofs are supplied free of charge, but please note any revisions made to proofs may incur a $10.00 +GST charge per revision. Urban Brands makes every attempt to layout your artwork as instructed. It is the distributor’s sole responsibility to review the final DIGITAL PROOF or PREPRODUCTION PROOF and approve it for final production. Urban Brands will not be liable for any errors in artwork layouts, product colours, or any other information contained in the purchase order/invoice/digital proof/preproduction proof that have been reviewed and approved by the distributor.
SHIPPING & PICKUPS
Distributors are responsible for all shipping charges FOB Melbourne, VIC. All orders become the property of the distributor upon Urban Brand’s delivery to the shipping courier. Distributors must file any claims directly with the courier in relation to delays, damages or lost shipments.
CREDIT CARD PROCESSING FEE
A credit card surcharge fee of 1.7% AUD of the total payment amount will be assessed on all credit card payments. This processing fee is visible on the payment gateway page below the amount due. Credit card payments are only allowed for invoices totaling $1000 AUD and below.