The following terms and conditions of use (these “Terms”) are between READ WINDOW PRODUCTS, LLC (“Read” “we,” “us,” or “our”) and you (“you” and “your”) and govern your use of the “Culp Custom Studio” application to obtain certain services regarding the selection and customization certain fabrics for the manufacture of window treatments and soft goods products (the “Services”), including any software and related documentation that may be made available to you through the use of such services, all as updated from time to time by us or on our behalf. If you are obtaining the Services on behalf of any entity, you represent that you have the full legal authority to bind such entity to these Terms, and we are relying on your representation in making the Services available to you.
WE SUGGEST YOU CAREFULLY READ THIS DOCUMENT AND PRINT A COPY FOR YOUR RECORDS. ONCE YOU HAVE COMPLETELY REVIEWED THIS DOCUMENT, CLICK “I AGREE” TO SIGNIFY YOUR ACCEPTANCE OF THESE TERMS. IF YOU ARE OBTAINING THE SERVICES ON BEHALF OF AN ENTITY, CLICK “I AGREE” TO SIGNIFY YOUR ACCEPTANCE OF THESE TERMS ON BEHALF OF THAT ENTITY. BY CLICKING THE “I AGREE” BUTTON, YOU ARE INDICATING THAT YOU HAVE READ THESE TERMS, THAT YOU UNDERSTAND THEM, AND THAT YOU CONSENT TO BE BOUND BY ALL OF THEM. THESE TERMS SET FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR USE OF THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICES.
Once you sign up to use the Culp Custom Studio application, you will be granted the right to use the Services. You are responsible for obtaining and maintaining all computer hardware, software and communication equipment needed to access the Services, and for paying all third-party access charges (such as internet service provider and telecommunications charges) incurred while using the Services. You will choose or be given all applicable user credentials to use in connection with the Services. You are entirely responsible for maintaining the confidentiality of your user credentials. Furthermore, you are entirely responsible for any and all activities that occur under your user account, and you will ensure that you log off from your user account at the end of each session, to avoid enabling access by unauthorized users. We will not be liable for any loss or damage arising from your failure to comply with these requirements.
Use AND Restrictions
You are hereby granted a non-exclusive, non-transferable right to use the Services for your internal business use in the selection and color customization of our fabrics with respect to potential purchases from us. In no event may you use the Services with any fabric designs other than ours or with any of your own or any third-party content, and in no event may you produce, or have produced on your behalf, any fabrics selected and customized through the Service by any person or entity other than us.
You may only save your work (“Saved Images”) created through the use of the Services by using the “save” built-in options of the Services. If you are accepting these Terms on behalf of an entity, only the personnel of that entity have the right to use the Services, and that entity shall ensure its personnel’s compliance with these Terms. Unless otherwise expressly permitted in these Terms, in your use of the Services, including without limitation any software or related documentation made available to you through the use of the Services, you will not, directly or indirectly: (i) make available nor distribute all or part of the Services to any third party by assignment, sublicense, or by any other means; (ii) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the Services; (iii) use the Services to operate in or as a time-sharing, outsourcing, or service bureau environment, or in any way allow third party access to the Services; (iv) remove any proprietary notices; (v) attempt to compromise the security of the Services; or (vi) violate any applicable laws or regulations, including, without limitation, those related to data privacy and the provision of personal data from locations other than the locations from which we control and operate the Services. You will make every reasonable effort to prevent unauthorized third parties from accessing the Services through your user account.
Some of the Services may, at our option, require the payment of fees. We shall give you reasonable advance notice of any such fees and any changes to those fees. You shall pay all such applicable fees, if any, in connection with such Services selected by you, and any related taxes. All fees are stated in U.S. dollars and are non-refundable. You represent to us that you are the authorized account holder or an authorized user of the chosen method of payment used to pay for any paid aspects of the Services. Your failure to pay any amounts due under these Terms shall make you liable to pay us interest at a rate that is either 8% per month on the remaining amount due, or the highest amount permitted by applicable law, whichever is lower, with such interest to accrue on a daily basis after as well as before any judgment relating to collection of the amount due.
Technology Limitations and Modifications
We will make reasonable effort to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in interruptions. We reserve the right to modify or discontinue, temporarily or permanently, the availability, functions and features of the Services with or without notice. We shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, malfunction, suspension, discontinuance of or interruption of the Services.
“Confidential Information” means information disclosed to you which has value because it is not generally known and which we use reasonable means to protect and includes without limitation any information designated as confidential or proprietary by us upon disclosure. Confidential Information includes these Terms, the Services (including any software and related documentation that be made available to you through the use of the Services), any design, marketing, engineering, operational, or other information about our business (including without limitation all fabric designs, cut and sew patterns, and other intellectual property or proprietary rights of Read, Culp, Inc., or their respective affiliates), and all images created or saved by you in your use of the Services. Confidential Information excludes information that is or becomes generally known to the public without violation of these Terms. You acknowledge the confidential and proprietary nature of the Confidential Information and agree that you will not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation, or other entity; provided that if you are entering into these Terms on behalf of an entity, you may disclose the Confidential Information to such entity’s employees and/or other personnel with a need to know such Confidential Information to perform employment responsibilities in connection with such entity’s rights under these Terms. Such entity shall inform its employees/personnel of their obligations under these Terms and shall take such steps as may be reasonable in the circumstances to prevent any unauthorized disclosure, copying or use of the Confidential Information. You shall safeguard and protect the Confidential Information from theft, piracy, or unauthorized access in a manner at least consistent with the protections you use to protect your own confidential information of similar importance and in any event with no less than reasonable care. You shall notify us promptly upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by you, and you shall fully cooperate with us to help us regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information. You acknowledge and agree that in the event of your breach of this Confidentiality section, we and/or our licensor may suffer irreparable injuries not compensated by money damages for which there may be no adequate remedy at law. Accordingly, we and/or our licensor shall be entitled to seek a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy we or our licensor may have.
You hereby consent to our and our licensor’s collection and usage of data and information provided by you in your use of the Services or generated as a result of your use of the Services. We and our licensor may use such data and information as necessary to provide the Services and also to the extent necessary for us and our licensor to analyze the underlying user patterns and behaviors in order to assist in the improvement of the functionality of the Services. You represent and warrant that you have obtained all rights, permissions and consents necessary for us and our licensor to use all data and information provided by you or on your behalf in your use of the Services as set forth above.
Termination of Access
We, in our sole discretion, with or without prior notice, may suspend or terminate your access to and use of the Services (or any part thereof) at any time. Termination of your access to and use of the Services will automatically terminate these Terms. You may also terminate these Terms at any time upon notice to us. Upon termination of these Terms for any reason, you will cease accessing or using the Services and promptly, upon our written request, destroy or return to us all copies of any software and documentation provided to you in your use of the Services along with all other Confidential Information in your possession or control. You shall delete all copies of such materials residing in- on- or off-line computer memory and destroy all copies of such materials which also incorporate Confidential Information, other than copies of any Saved Images produced by you using the Services prior to the date of termination which may be used by you as provided in the Proprietary Rights section below. Notwithstanding the foregoing, you may retain copies of such materials as and to the extent required by any applicable law, automatic back-up archiving practice, or bona-fide records retention policy, provided that any Confidential Information so retained shall continue to be subject to the terms of the Confidentiality section of these Terms. You shall, within fifteen (15) days from the effective date of the termination, certify in writing all copies of any software and related documentation provided to you as part of the Services have either been returned, deleted and destroyed, and if you are entering these Terms on behalf of an entity, such certification shall be made by an officer or director of that entity. The following sections of these Terms shall survive termination: Payment, Confidentiality, Your Data, Termination of Access, Publicity, Proprietary Rights, Warranty Disclaimer, Indemnification, Limitation of Liability and Miscellaneous.
You will not use the name, logo, or trademarks of Read or Culp, Inc. for any purpose, including issuing any press release that includes such name, logo, or trademarks, without our prior written consent.
You acknowledge and agree that the following items are and shall remain the property of us, our licensor, and Culp, Inc., as applicable, and nothing in these Terms should be construed as transferring any aspects of such rights to you or any third party: (i) copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Services, including without limitation any software and related documentation made available to you through the use of the Services; (ii) copyright, patent, trade secret, and all other intellectual property rights of whatever nature in any fabric designs, cut and sew patterns, and other intellectual property of Read or Culp, Inc. (collectively referred to herein as “Culp IP”); (iii) all Confidential Information; and (iv) any and all content, images, photos, renderings, scans, visual representations, customized product designs or other work product created or produced by making use of the Services. You shall not take any action that would challenge, jeopardize, limit or interfere in any manner with our, our licensor’s and Culp, Inc.’s rights with respect to any of the above. Subject to these Terms, including without limitation the provisions of the Confidentiality section above, we hereby grant you a non-exclusive, non-transferable license to use the Saved Images in your internal business use of the Services solely as permitted hereunder in the selection of our fabrics with respect to potential purchases from us; provided that we may, in our sole discretion, permit you to transfer this license upon our written consent, and in such case you agree to ensure that any use of the Saved Images by your transferees will comply with all of your obligations under these Terms.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY AND ALL SOFTWARE, DOCUMENTATION, CONFIDENTIAL INFORMATION AND ANY OTHER TECHNOLOGY OR MATERIALS PROVIDED BY US AND OUR LICENSOR TO YOU ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. WE AND OUR LICENSOR HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
You shall indemnify, defend and hold us and our officers, directors, employees, agents, and representatives harmless from and against any and all claims, liabilities, damages, losses, and expenses, including attorneys’ fees and costs of suit arising out of or in any way connected with your use of the Services, your fraud, negligence or willful misconduct, or breach of any of your obligations under these Terms.
Limitation of Liability
IN NO EVENT WILL WE BE LIABLE UNDER THESE TERMS FOR ANY INDIRECT, RELIANCE, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND AND HOWEVER CAUSED. IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THESE TERMS AND THE SERVICES EXCEED THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNT PAID TO US BY YOU FOR THE USE OF THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM. IN NO EVENT WILL OUR LICENSOR HAVE ANY LIABILITY TO YOU FOR ANY CLAIM ARISING IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES. THE PROVISIONS OF THIS SECTION ALLOCATE RISKS UNDER THESE TERMS BETWEEN YOU, US AND OUR LICENSOR. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
These Terms constitute the entire agreement between us and you in connection with your use of the Services. Neither party shall be liable for any delay in performance, or failure to perform hereunder (other than a failure to pay amounts due) to the extent the party is delayed or hindered in performance by an event or condition that is beyond the reasonable control of the party and that is not due to that party’s fault or negligence. Our relationship with you is that of independent contractors. Nothing contained in these Terms will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between us and you, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. In no event may you assign these Terms or any of its rights or obligations hereunder without our prior written consent. No amendment, modification or waiver of any provision of these Terms will be effective unless in writing and signed by both parties. If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. Each party shall be responsible for the other party’s reasonable attorneys' fees associated with the enforcement of the terms of these Terms or the collection of any amounts due under these Terms. All notices required under these Terms will be sent via email to the email addresses set forth below, and each party agrees to such use of electronic communication. If to us: ACDurbin@culp.com, and if to you: to the email address given during your registration process. If your email address changes, you must notify us of such change immediately. If you fail to do so, you understand and agree that any notices sent via email shall nevertheless be deemed to have been provided or made available to you in electronic form. You may withdraw your consent to receive notices via electronic communication by making a request in writing to the following address: Culp, Inc., 1823 Eastchester Drive, High Point, NC 27265, attention: Ashley Durbin or via the email address for us set forth above. Please provide your physical address and email address to request the change. If you choose to withdraw your consent to electronic communications, then you may be unable to access certain features or functionality that would otherwise be made available to you. These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to principles of conflicts of laws or the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby consent to the exclusive jurisdiction of any state or federal court located in the County of Guilford, State of North Carolina for the purpose of any action or proceeding brought by either of them in connection with these Terms.