Terms and Conditions of Website Use

By registering for, accessing (other than to read these terms and conditions for the first time), or using this website or any page on the www.distinctivedesigns.com domain or www.distdesigns.com domain, you agree to and accept the following terms and conditions of access and use.

(1) GENERAL / AGREEMENT BINDING. The pages, facilities, services, and capabilities of or accessible on this website, the www.distinctivedesigns.com domain, and the www.distdesigns.com domain (the "Service") provided by Distinctive Designs International, Inc. ("Distinctive Designs") are designed to let you (the "End User") and others access pricing information, sales services, product information, and other information and materials, execute transactions, communicate with Distinctive Designs, and in some cases create and publish original materials (collectively the "Content"), using proprietary software and development tools developed by or for Distinctive Designs. This agreement ("Agreement") embodies the terms and conditions of access to and use of the Service, and constitutes the entire and only agreement between Distinctive Designs and the End User relating to the Service and supersedes all other communications and agreements with regard to the Service. This Agreement shall supersede any subsequent terms or conditions of any purchase order, regardless of whether such order is signed by Distinctive Designs. End User agrees that it may be necessary or prudent within Distinctive Designs' sole discretion to revise, amend, or supplement this Agreement from time to time. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

(2) AUTHORIZED ACCESS.

(A) Passwords. End User shall be assigned a password in order to access and use the Service (and, if applicable, to upload Content onto the Service). To the extent that Distinctive Designs possesses both the right to the use, display, distribute, copy, alter, or publicly perform and the right to authorize such acts with respect to the Content and the Service, the Service's acceptance of the password provided by Distinctive Designs shall operate as a personal, nonexclusive, nonassignable and nontransferable license to use and display such Content and to access and to use the Service, within the scope of access and use supported by the password, during the session for which the password is accepted only; provided, however, that the acceptance of any password shall not authorize any activity or access that is otherwise indicated in writing by Distinctive Designs to be unauthorized, whether by this Agreement, a separate document or communication from Distinctive Designs (such as email or postal mail), or otherwise. In addition to the limited authorization provided above, during such times as Distinctive Designs accepts the password, End User may make, on an employee-by-employee basis, a single hard-copy printout, for internal use only (with no right of distribution), of educational and training materials.

(B) Express Limitations. Except as expressly provided by copyright law, all copying, distribution, publication, use, public display, or public performance not specifically authorized by this Agreement must be with the express permission of Distinctive Designs and/or the owner of such material. In any copying, redistribution, or publication of copyrighted material, any changes to or deletion of author attribution or copyright notice are prohibited. Such changes or deletion will void license provided. Software accessible by the Service may not be reverse engineered unless specifically authorized by the owner of the software. End User may download public domain content for its own use. End User assumes all risks regarding the determination of whether any content is in the public domain. As a condition of your use of the Service, you represent and warrant to Distinctive Designs that you will not use the Service for any purpose that is unlawful or prohibited by this Agreement. You may not use the Service in any manner which could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service; this includes any attempts to access the Service without registering or by registering under inaccurate or untrue information.

(C) Limitations and Obligations Regarding Password. End User agrees to maintain the password as private and confidential information. End User further agrees to notify Distinctive Designs immediately upon discovery or suspicion of compromise of the confidentiality of End User's password and of any change in contact information. End User shall be solely responsible for securing the password and preventing misuse or unauthorized use of the password, including by former employees. The support of passwords by Distinctive Designs and the Service is not a representation that information published and designated for access only by certain passwords, password types, or password levels is guaranteed confidential or private or that it is accessible only to such designated passwords, password types, and password levels. End User acknowledges that no password or electronic security system is foolproof and that information will be at least accessible and reviewable according to Section 2.a and the Website Privacy Policy. End User agrees not to rely upon the password system to protect or limit distribution of any Content that may be of a sensitive nature or otherwise inappropriate for general dissemination. End User's password and any authorization thereunder may not be transferred, leased, assigned, or sublicensed without Distinctive Designs' prior written consent. End User will not itself and will not allow others to circumvent the password restrictions on the service.

(3) CONTENT.

(A) Compliance with Law. End User agrees not to publish on the Service, or any other aspect of the Service, any Content that (i) violates or infringes upon the rights of any others (including without limitation the right of privacy or the right of publicity, copyright, and trade secret), (ii) may be illegal, abusive, profane, obscene, immoral, indecent, threatening, slanderous, libelous, scandalous, or offensive to an average person, (iii) is derogatory toward any other End User, (iv) contains or triggers any virus or other software or code that may harm or interfere with the equipment or data of Distinctive Designs or any End User, or (v) violates any law, regulation, or regulatory advisory, opinion, including particularly without limitation, those in the area of antitrust, fair trade and competition and securities laws. End User agrees not to solicit the performance of any activity that is prohibited by law or to solicit through the Service End Users to become End Users of other competitive information services. End User agrees to comply with all applicable laws, rules and regulations in connection with this Agreement.

(B) Content Review and Control. Any Content published in connection with the Service is subject to review and viewing by Distinctive Designs or persons authorized by Distinctive Designs. No information so published is privileged or confidential from Distinctive Designs in any manner. By publishing such Content, End User waives and agrees to waive any such rights of confidentiality, privilege, or privacy as may apply. End User agrees that Distinctive Designs is under no obligation to maintain a policy of controlling or monitoring Content published by other end users or third parties. In the event that Distinctive Designs is made aware of a potential violation of the terms of this Agreement regarding Content posted by any End User, Distinctive Designs shall take such investigative and remedial measures as it deems in its sole discretion to be appropriate.

(C) Discretion of Distinctive Designs. Distinctive Designs and its authorized representatives reserve the right, but are not obligated, in their sole discretion, to edit or delete any information, software or other content appearing on the Service, regardless of whether it violates applicable standards for content, for any reason. End User agrees that the final determination regarding whether Content published or sought to be published in connection with the Service falls within a prohibited category under this Section 3 rests solely with Distinctive Designs and those whom Distinctive Designs may authorize. Violations of any provision of this Agreement, including without limitation the provisions of this Section 3, may be dealt with in Distinctive Designs¼s sole discretion by removal of violating Content without notice, denial or suspension of access, reporting to government authorities, or any such other remedies or actions as may be otherwise legally available to Distinctive Designs or any aggrieved party, including the provisions of the Digital Millennium Copyright Act.

(D) End User Responsible. The Service shall be used only for lawful purposes, and End User shall be responsible for all use of the Service accessed in connection with End User's password and all transactions effected in connection with the password. In particular, without limitation, Distinctive Designs shall be entitled to rely upon the authority to act for and to bind End User of any person accessing the Service with the password. End User shall be solely responsible for the accuracy and completeness of Content published on the Service by End User and shall not publish any Content unless the End User owns all legal rights and clearances to such Content as necessary in order for End User to comply with Section 3.a. End User shall not publish any copyrighted Content through use of the Service without (a) the express permission of the owner(s) of all copyrights rights involved, or person(s) specifically authorized by such owner(s) to convey such permission, and (b) obtaining in the favor of Distinctive Designs and its assigns from such owners express permission, license, and consent to license and to sublicense such copyright rights to any End User of the Service under this Agreement. Only the owner(s) (or such authorized person(s)) of copyrighted content may publish such Content through use of the Service. End User's publishing of any Content is a representation that such licenses and sublicenses as described in this Section 3 have been secured.

(E) Grant of License. By using the Service, uploading Content, or sending any Content to Distinctive Designs (such as emails, testimonials, and the like), End User irrevocably grants Distinctive Designs and its assigns a nonexclusive license to copy, display, distribute, publish, publicly perform, create derivative works based on the Content published or sent by End User. End User further grants the right to use the End User's name, image, and other information in connection with the Content published or sent by End User. Such license specifically includes the right by Distinctive Designs and its assigns to sublicense and authorize such acts on the part of any other End User of the Service under the terms and conditions set forth herein.

(F) Distinctive Designs' Property. End User acknowledges and agrees that any Content created by or for Distinctive Designs or any aspect of the Service (including without limitation, software code, screen views or templates, interfaces, html (or other pertinent language) mark-up, and any other writing or expression) are not within the public domain. Neither End User nor its designated users may reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any Content which they receive or access through the Service, except as expressly provided in this Agreement. End User agrees not to use the trademarks, logos, symbols, or any other mark or commercial identifier of Distinctive Designs or any aspect of the Service without the express written consent of Distinctive Designs. End User acknowledges that products may be the subject of tradedress, copyright, design patent, utility model, or other proprietary regime.

(G) Minors. End User acknowledges that the Service and Service may contain Content posted by, owned by, or under the control of third parties and End User is aware that some web pages accessible on or through the Distinctive Designs Service may through no fault of Distinctive Designs contain material that is unsuitable for minors (persons under 18 years of age). End User agrees to prevent usage of the Service by minors and to refrain from allowing any information regarding anyone under the age of 13 from being uploaded to the Service.

(H) Links to Third Party Sites. The Service may, from time to time, contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Distinctive Designs and Distinctive Designs is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Distinctive Designs is not responsible for any form of transmission received from any Linked Site. Distinctive Designs is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Distinctive Designs of the site or any association with its operators.

(4) CONFIDENTIALITY.

(A) End User acknowledges that the Service contains information of a confidential and sensitive nature. All information accessible by the Service, except as provided in Section 4.b, below, shall be deemed proprietary and confidential ("Confidential Information"), and End User agrees to treat such Confidential Information as confidential, and to hold it in trust for Distinctive Designs. In particular without limitation, End User will not disclose or allow to be disclosed such information without the express written consent of Distinctive Designs. End User will at a minimum employ the same standards to maintain the confidentiality of the Confidential Information as it employs to protect its own proprietary information and trade secrets.

(B) The restrictions and obligations under this Section 4 concerning confidentiality shall not apply to any portion of the Confidential Information that: (i) is or becomes available to the general public through no act or failure to act of End User; (ii) may be demonstrated to have been known to End User at the time of the receipt thereof as evidenced by tangible records that existed prior to End User's obtaining the information from Distinctive Designs; (iii) subsequently is obtained rightfully from a third party who lawfully possessed the information and who had the right to make such disclosure as evidenced by tangible records; or (iv) is independently developed by End User without assistance of, reference to, or reliance upon Confidential Information

(5) AMENDMENT.

(A) Permissible. Distinctive Designs may modify this Agreement at any time, and may discontinue or revise any or all other aspects of the Service in its sole discretion and without prior notice. Notification of a discontinuance or changes to this Agreement will be posted on the Service, or sent via e-mail or postal mail. End User agrees that use of the Service is an acknowledgment and agreement to the terms and conditions of the Agreement, and that continued use of the Service following any revision, amendment, or supplement is sufficient consideration for, and indicates agreement to, such revisions, amendments, or supplements.

(B) Limitations. Any acknowledgment of an e-mail or other communication of the End User that is in any way inconsistent with, or adds to, the provisions of this Agreement is null and void. Neither the course of conduct between parties nor trade practice shall act to modify the provisions of this Agreement. Distinctive Designs may authorize or allow its contractors and other third parties to provide to Distinctive Designs and/or to End User services necessary or related to making the Service available and to perform obligations and exercise rights of Distinctive Designs under this Agreement.

(6) NON-TRANSFERABILITY. End User's right to use the Service or to designate users is not transferable and is subject to any limits established by Distinctive Designs. End User may not sublicense, assign or transfer this license. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this license is void.

(7) EQUIPMENT AND SERVICE PROVIDERS. End User is responsible for and must provide all telephone and other equipment and services necessary to access the Service and use the Software.

(8) USE OF INFORMATION. End User consents to the collection and use of information as set forth in the Website Privacy Policy, as it may be amended from time to time the providing of consent hereby shall not be deemed as an indication that such consent is necessary.

(9) INDEMNIFICATION. End User agrees to indemnify and hold Distinctive Designs, including its officers, agents, employees, suppliers, and service providers, harmless from any claims, liability, and expenses, including reasonable attorneys' fees, whether in tort or in contract, that it or any of them may incur by reason of or arising out of any claim, including claims for copyright infringement, defamation, invasion of privacy, or infringement of rights of publicity, that is made by any third party relating to End User's breach of the Agreement any Content published by End User on the Service.

(10) LIMITATION OF LIABILITY. THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. IN THE EVENT OF A TYPOGRAPHICAL ERROR RELATING TO PRICE OR QUANTITY OF AN ITEM OFFERED FOR SALE ON THE SERVICE, DISTINCTIVE DESIGNS RESERVES THE RIGHT TO REFUSE TO FILL ANY ORDER OR ORDERS THAT RELY ON SUCH TYPOGRAPHICAL ERROR. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. DISTINCTIVE DESIGNS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SERVICE AT ANY TIME, WITHOUT PRIOR NOTICE.

DISTINCTIVE DESIGNS AND/OR ITS AFFILIATES AND/OR RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE CONTENT, INFORMATION, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SERVICE FOR ANY PURPOSE. ALL SUCH CONTENT, INFORMATION, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. DISTINCTIVE DESIGNS AND/OR ITS AFFILIATES AND/OR RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS CONTENT, INFORMATION, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DISTINCTIVE DESIGNS DOES NOT WARRANT THAT THE SITE WILL BE FREE OF ERRORS OR VIRUSES.

SEE THE TERMS OF SALE SECTION OF THIS WEBSITE FOR INFORMATION CONCERNING THE WARRANTY THAT DISTINCTIVE DESIGNS PROVIDES WITH RESPECT TO ITS PRODUCTS THAT ARE IDENTIFIED ON THIS WEBSITE.

IN NO EVENT SHALL DISTINCTIVE DESIGNS AND/OR ITS AFFILIATES AND/OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE OR RELATED SERVICES, THE RECEIPT OF INCOMPLETE INSTRUCTIONS OR ORDERS, THE NON-RECEIPT OF INSTRUCTIONS OR ORDERS, THE PROVISION OF OR FAILURE TO PROVIDE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF DISTINCTIVE DESIGNS OR ANY OF ITS AFFILIATES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ALL OR ANY PORTION OF THE SERVICE, OR WITH ALL OR ANY OF THESE TERMS AND CONDITIONS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

(11) BENEFIT OF SECTIONS. The provisions of Sections 4, 9, and 10 are for the benefit of Distinctive Designs and its contractors, information providers, service providers, licensors, employees, and agents; and each shall have the right to assert and enforce such provisions directly on its own behalf against End User.

(12) GOVERNING LAW / JURISDICTION. This Agreement is made in Alabama, and shall be governed by and construed in accordance with the laws of Alabama except that no conflicts-of-laws provision shall be invoked so as to use the laws of any other jurisdiction. End User consents to jurisdiction of the courts residing in the State of Alabama for all disputes arising out of or in connection with this agreement. By consent and agreement of End User, is proper in the courts within Franklin County, Alabama.

(13) SEVERABILITY. If any provision of this Agreement is determined to be invalid, it shall be deemed severed from the remainder of the Agreement, and all other provisions shall remain in full force and effect.

(14) TERMINATION. This Agreement is effective until terminated by either party. End User may terminate this agreement at any time by discontinuing use of and access to the Service and destroying all materials obtained from the Service. Distinctive Designs reserves the right, in its sole discretion, to terminate or suspend any End User's password, access, and ability to use the Service at any time, without notice. The provisions of Sections 2(b) - 7 and 9 - 16 shall survive any termination of this Agreement.

(15) INJUNCTIVE RELIEF. End User acknowledges and agrees that any violation of the terms of this Agreement relating to the disclosure, use, copying, distribution, display or publishing of Content may result in irreparable injury and damage to Distinctive Designs that may not be adequately compensable in money damages, and for which Distinctive Designs will have no adequate remedy at law. End User therefore consents and agrees that Distinctive Designs may obtain injunctions, orders or decrees as may be reasonably necessary ensure compliance with this Agreement. End User waives any requirement of bond that may apply for issuance of any injunctions, orders, or decrees.

(16) RELIANCE. Distinctive Designs DOES NOT ENDORSE, ASSERT OR STAND BEHIND THE TRUTHFULNESS OR RELIABILITY OF OPINIONS, ADVICE OR STATEMENTS GIVEN OR MADE BY ANYONE OTHER THAN AUTHORIZED DISTINCTIVE DESIGNS SPOKESPERSONS IN ANY MANNER ON OR THROUGH THE SERVICE. OTHER END USERS ARE NOT AUTHORIZED DISTINCTIVE DESIGNS SPOKESPERSONS.