Terms & Conditions
GENERAL TERMS AND CONDITIONS
THESE GENERAL TERMS AND CONDITIONS (“GT&C” or this “Agreement”) ARE A BINDING AGREEMENT BETWEEN PATTERN CURATOR, LLC (“Pattern Curator”, “we”, or “us”) AND YOU. THESE GT&C SUPERCEDE ALL EARLY VERSIONS AND REQUIRE MANDATORY ARBITRATION OF DISPUTES. PLEASE READ THESE GT&C CAREFULLY AS THEY DESCRIBE YOUR LEGAL RIGHTS AND OBLIGATIONS. THIS AGREEMENT IS EFFECTIVE UNTIL TERMINATED OR REPLACED BY A MODIFIED VERSION, AS MORE FULLY DESCRIBED IN SECTIONS 1 AND 8. BY REGISTERING WITH PATTERN CURATOR OR BY ORDERING TREND REPORTS OR OTHER PRODUCTS FROM PATTERN CURATOR OR BY ACCEPTING ANY MODIFICATION TO THESE GT&C IN ACCORDANCE WITH SECTION 8 BELOW, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD (OR THE APPLICABLE AGE OF MAJORITY IN YOUR PLACE OF RESIDENCE IF SUCH APPLICABLE AGE IS MORE THAN 18) AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THIS AGREEMENT, IN WHICH CASE “YOU” SHALL MEAN SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT REGISTER OR PLACE ANY ORDERS WITH PATTERN CURATOR.
1. REGISTRATION AND TERMINATION
You may register with Pattern Curator to be eligible to place orders, receive emails with information about Pattern Curator and special promotions, and to post comments on Pattern Curator’s website, if such option is available. To register, you will need to provide us with your full legal name, mailing address, and a valid email address. You will also need to create a unique user name and a password. Except as may be required by law, subpoena, or court order, none of your information that you share with us will be shared with any third party. You are solely responsible for keeping your user name and password secure and confidential and you (and not Pattern Curator) are responsible for any damages that may result from your user name and password being stolen and/or used by someone else, including without limitation any actions they may take with your user name and password, as if such actions were taken by you. You represent and warrant that you are not a national or resident of Burma/Myanmar, Cuba, Iran, Iraq, Libya, North Korea, Serbia, Sudan, or Syria or any other country subject to U.S. Treasury Department embargo restrictions, and that you are not listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Treasury. You warrant and represent that all information provided to us upon registration is valid and that you will maintain the accuracy of such information by promptly making any necessary changes to your registration information and keeping it up-to-date. We may terminate or suspend your registration at any time in our sole and absolute discretion and without notice to you. YOU MAY TERMINATE YOUR REGISTRATION AT ANY TIME BY SENDING AN EMAIL TO email@example.com. Notwithstanding anything herein to the contrary, this section and Sections 2, 3, 5, 6, 7, 9, 10, and 11 of these GT&C shall survive any termination.
2. TREND REPORTS AND OTHER MATERIALS
Orders of Trend Reports (and other products that may be made available from time to time) may be placed through our website. All orders are final and may not be canceled or returned for a refund. You agree to comply with all applicable import, export, and re-export controls and regulations of any country, including without limitation the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, Council Regulation (EC) No 428/2009 on the control of exports of dual-use items and technology, and country-specific economic sanctions programs or embargoes adopted against countries or individuals under any applicable national or international legislation, including any measures implemented by the U.S. Office of Foreign Assets Control. Trend Reports and other materials or content that you may receive from Pattern Curator are subject to copyright and other intellectual property rights protections. All Trend Reports and the images and content within them, our website, the “look and feel” of our website, and all of the images displayed on our website, are the property of Pattern Curator and/or our licensors and may not be copied, reproduced, republished, posted online, distributed, sold, commercially exploited, or otherwise made public by you or any third party. Trend Reports that you order from Pattern Curator may only be used by you as described herein. Subject to your acceptance of and ongoing compliance with these GT&C and required payment of fees, we hereby grant to you, without the right to sublicense, a limited, non-exclusive, non-transferable license to use the Trend Reports for learning about trends and forecasts in fashion and using such information for your business or for your own personal enjoyment or entertainment, provided that any such use may not be otherwise in violation of these GT&C or applicable law. For example, if you are in the retail apparel industry, you may use the information in a Trend Report to decide what apparel to purchase for your retail establishment, or if you are an apparel designer, you may use the Trend Report as inspiration in designing apparel as long as your designs do not constitute copyright infringement or otherwise violate these GT&C, third party rights, or applicable laws. You agree to indemnify, defend, and hold harmless Pattern Curator, our affiliated companies, and our licensors, and their respective owners, officers, directors, employees, agents, members, and managers, from and against any and all losses, claims, damages, and expenses (including without limitation attorney’s fees), that may arise, directly or indirectly, as a result of any violations by you (or any of your employees, personnel, children, or anyone under your supervision or control) of your obligations under this section.
3. POSTING COMMENTS
We may, from time to time, allow our registered users to post comments on our website. This option to post comments may not always be available and may be canceled at any time. Any comments that you post on our website become the property of Pattern Curator as soon as you post them. Pattern Curator shall have the right to post, continuously post, report, or remove any comments you post at any time. You agree not to use obscene, offensive, or defamatory language in any of your posts. You agree that nothing you post shall violate any laws or any third party’s intellectual property rights or contain anything that causes harm to Pattern Curator or any other party. You agree not to include downloads or links to any other website or information about any other business or to provide information or instructions regarding same and that anything you post shall be free from viruses, worms, Trojan Horses, and other source code anomalies that may cause harm or disruptions or compromise security systems. You agree to indemnify, defend, and hold harmless Pattern Curator, our affiliated companies, and our licensors, and their respective owners, officers, directors, employees, agents, members, and managers, from and against any and all losses, claims, damages, and expenses (including without limitation attorney’s fees), that may arise, directly or indirectly, as a result of anything you (or any of your employees, personnel, children, or anyone under your supervision or control) post on Pattern Curator’s website that was obscene, offensive, defamatory, violated any laws or a third party’s intellectual property, or otherwise caused harm to Pattern Curator or any third party or was in violation of this section.
4. PRICES AND PAYMENTS
You agree to pay applicable fees for Trend Reports or other materials ordered from Pattern Curator in the amounts set forth on the website and/or the respective order form. Payments may be made by any payment method available on our website at the time of your order, which may include, without limitation, credit card, debit card, third party payment processors, or other payment mechanism accepted by Pattern Curator at the time of purchase. We may add, delete, or modify the methods by which customers can make payments at any time without prior notice, in our sole discretion. Payments processed by third-party payment processors are subject to those processor's terms and conditions of service, and Pattern Curator makes no representations or warranties with respect to same. All payments must be made in United States Dollars. Once you have placed and paid for your order, you may not cancel your order or obtain a refund unless provided otherwise by applicable law. Prices and ordering and payment methods and procedures are subject to change at any time by Pattern Curator without notice. Unless expressly stated otherwise, all prices payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT and applicable sales tax. You will provide such information to us as reasonably required to determine whether we are obligated to collect VAT from you, including without limitation your VAT identification number. All amounts payable by you under these GT&C will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that we receive, after such deduction and withholding, equals the amount we would have received if no such deduction or withholding had been required. Additionally, you shall provide us with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority. In the event of a chargeback that results in any sums being charged to or due from Pattern Curator, we have the right to cancel your order, your registration, and to take appropriate legal actions to recover any amounts lost or expended by us (including without limitation our legal fees, collection costs, and chargebacks to third party debt collection agencies) in connection with such chargeback.
ALL INFORMATION AND MATERIALS AVAILABLE ON OR THROUGH THE PATTERN CURATOR WEBSITE OR OTHERWISE OBTAINED BY YOU FROM PATTERN CURATOR, INCLUDING WITHOUT LIMITATION TREND REPORTS, AND ANY LINKS TO THIRD PARTY WEBSITES (COLLECTIVELY HEREINAFTER THE “MATERIALS”) ARE PROVIDED “AS IS.” YOU ASSUME ALL RISK OF USE OF THE MATERIALS, INCLUDING WITHOUT LIMITATION CLAIMS OF THIRD PARTY INFRINGEMENT. WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE MATERIALS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR AFFILIATES AND OUR LICENSORS DO NOT WARRANT THAT THE MATERIALS (INCLUDING WITHOUT LIMITATION THE TREND REPORTS) WILL ACCURATELY DESCRIBE OR PREDICT FASHION TRENDS OR FORECASTS OR THAT THEY WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, REGARDLESS OF WHETHER YOUR EXPECTATIONS OR REQUIREMENTS HAVE BEEN COMMUNICATED TO PATTERN CURATOR. WE AND OUR AFFILIATES AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER LOSSES OR DAMAGES YOU MAY EXPERIENCE IN RELIANCE ON THE TREND REPORTS OR OTHER MATERIALS. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE MATERIALS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. WE MAKE NO WARRANTIES WITH RESPECT TO THE AVAILABILITY OR UNINTERRUPTED USE OF THE PATTERN CURATOR WEBSITE OR THAT OUR WEBSITE OR ANY WEBSITES THAT YOU MAY LINK TO FROM OUR WEBSITE IS FREE FROM ERRORS, MISINFORMATION, VIRUSES, TROJAN HORSES, AND OTHER MISTAKES OR CORRUPTIONS.
6. LIMITATION OF LIABILITY
NEITHER PATTERN CURATOR NOR ANY OF OUR AFFILIATED COMPANIES OR LICENSORS OR THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, MEMBERS, OR MANAGERS, SHALL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF TREND REPORTS OR OTHER MATERIALS, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF MATERIALS ORDERED FROM PATTERN CURATOR; OR (c) THE USE OF ANY COMMENTS YOU POST ON OUR WEBSITE. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF $1,000 OR THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR ANY MATERIALS YOU ORDER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to indemnify, defend, and hold harmless Pattern Curator, our affiliated companies, and our licensors, and their respective owners, officers, directors, employees, agents, members, and managers, from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs, and expenses (including without limitation reasonable attorney's fees) arising out of or in connection with any claim arising out of: (a) your use of the Materials and/or the Pattern Curator website in a manner not authorized by this Agreement and/or in violation of the applicable restrictions and/or applicable law; (b) comments that you post on our website; (c) your violation of any term or condition of this Agreement, including without limitation, your representations and warranties and your agreement to the jurisdiction, venue, and choice of law provisions herein; or (d) your negligence or misconduct or the negligence or misconduct of any of your employees, personnel, children, or anyone under your supervision or control or anyone who has stolen and/or used your registered user name and password. We agree to promptly notify you of any claim subject to indemnification, provided that our failure to promptly notify you shall not affect your obligations hereunder except to the extent that our failure to promptly notify you delays or prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim with counsel of your own choosing (subject to our written consent) and to settle such claim as you deem appropriate, provided that you shall not enter into any settlement without our prior written consent and provided that we may, at any time, elect to take over control of the defense and settlement of the claim.
8. MODIFICATIONS TO THIS AGREEMENT
You agree that we may modify this Agreement or any other posted policy at any time by posting a revised version on the Pattern Curator website. The revised terms shall be effective upon posting, unless we expressly state otherwise at the time of posting. By not cancelling your registration or by ordering Materials after the effective date of the revised terms, you agree to be bound by the revised GT&C or any other posted policy. It is your responsibility to check the Pattern Curator website regularly for any such modifications.
9.1. The exclusive venue for any dispute relating in any way to this Agreement OR your use of the PATTERN CURATOR WEBSITE OR MATERIALS shall be the state or federal courts LOCATED in PHILADELPHIA COUNTY, PENNSYLVANIA. You consent AND waive any challenge to personal jurisdiction or venue in such courts, inclduing without limitation forum non conveniens. You further agree that Pattern Curator shall be entitled to collect its attorneys' fees, costs, and other expenses in the event that Pattern Curator acts to enforce this forum selection clause, regardless of whether Pattern Curator prevails in the underlying action.
9.2. No Trial by Jury. In addition to the foregoing, YOU HEREBY AGREE THAT AS A PART OF THE CONSIDERATION FOR THIS AGREEMENT, YOU WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING BETWEEN YOU AND PATTERN CURATOR THAT IS IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, and that such waiver shall be enforceable up to and including the day that trial is to start, and even if the arbitration provisions of this paragraph are waived.
9.3. No Class Action. Neither you nor Pattern Curator may be a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to this Agreement, nor may two or more individuals' disputes be consolidated or otherwise determined in one proceeding. YOU AND PATTERN CURATOR ACKNOWLEDGE THAT THIS SECTION WAIVES ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION.
9.4 Injunctive Relief. Notwithstanding anything to the contrary, Pattern Curator may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Pattern Curator’s or any third party's intellectual property and/or proprietary rights. You further acknowledge that our rights in the Trend Reports and other Materials are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.
9.5 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Materials or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.
9.6. Governing Law. This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of law. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to this Agreement.
10.1. To You. Except as otherwise set forth herein, notices made by us to you under this Agreement that affect our customers generally may be posted on the Pattern Curator website or sent to you via the e-mail address provided to us in your registration or in any updated e-mail address you provide to us in accordance with standard account information update procedures. Notices made by us under this Agreement for you or your account specifically (e.g., notices of breach and/or suspension) will be provided to you via the e-mail address provided to us in your registration or in any updated e-mail address you provide to us in accordance with standard account information update procedures. It is your responsibility to keep your e-mail address current and you will be deemed to have received any e-mail sent to any such e-mail address, upon our sending of the e-mail, whether or not you actually receive the e-mail, and whether or not we receive a “failure to send” notice.
10.2. To Us. For notices made by you to us under this Agreement and for questions regarding this Agreement, you may contact us at firstname.lastname@example.org or by mail as follows:
Pattern Curator, LLC
PO Box 2266
Vineland, NJ 08362-2266
10.3. Language. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
11. MISCELLANEOUS PROVISIONS
11.1. Third-Party Activities. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you shall be deemed to have taken the action yourself.
11.2. Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.
11.3. Waivers. The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing and signed by an authorized officer of Pattern Curator to be effective.
11.4. Successors and Assigns. This Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.
11.5. Limitations on Assignment. This Agreement and the rights pertaining hereto may not be assigned, resold, or otherwise transferred in whole or in part by you. Pattern Curator may assign, subcontract or license any or all of its rights and/or obligations hereunder.
11.6. Not for the Benefit of Third Parties. These terms and conditions do not create any legal rights enforceable by or for the benefit of any third party
11.7. Entire Agreement. This Agreement incorporates by reference all policies and guidelines posted on the Pattern Curator website and constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.
11.8. No Endorsement. You understand and acknowledge that we are not certifying or endorsing, and have no obligation to certify or endorse, any of the comments that you post on our website or anything you create, produce, or offer for sale that may have been inspired by our Trend Reports or other Materials.
11.10. Relationship. Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership, or any employer/employee or fiduciary or franchise relationship between you and us (or any of our affiliates).
11.11. Force Majeure. Pattern Curator shall not be responsible for any delays, disruptions, or loss or damage to Materials caused by events beyond Pattern Curator’s reasonable control, such as fires, floods, acts of nature, labor disputes, network failures or disruptions, government regulations, bank errors, postal service delays, disruptions, or negligence, and the actions or inactions of third parties.
12. Digital Millennium Copyright Act Compliance
If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Sites infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing Pattern Curator with the following information in writing to email@example.com (see 17 U.S.C. §512(c)(3) for further detail):
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Sites are covered by a single notification, a representative list of such works at the Sites;
(c) 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 Pattern Curator to locate the material;
(d) Information reasonably sufficient to permit Pattern Curator to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(e) A statement that the complaining party has 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
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid.
© 2018 Pattern Curator, LLC All rights reserved
Last updated: May 24, 2018