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K-SWISS

'The Board'

SESSIONS WEBSITE TERMS & CONDITIONS

These terms and conditions (“Terms”) are a legal agreement between you and K-Swiss Inc. (“K-Swiss”). Please read them carefully. By clicking on the “Accept Terms” box, you indicate that you accept these Terms. If you are under the age of majority in your country or jurisdiction, you promise that your parent or guardian has accepted these Terms on your behalf.

By using this website or making a submission to K-Swiss through your participation in a Session, you promise to follow these Terms and grant the licenses set forth below.

SESSION PARTICIPATION

A. Eligibility. Access to this website and participation in Sessions is limited to K-Swiss Board Members. If you are under 13 years old, you may not use this website or participate in Sessions. By using this website or participating in Sessions, you promise that you are 13 years of age or older. If you are under 18 years old, or under the age of majority in your country or home jurisdiction, you promise that you are either an emancipated minor, or have obtained your parent’s or legal guardian’s consent to access the Sessions website and participate in Sessions.

Notice to parents or legal guardians: By granting your child or charge permission to access the Sessions website and participate in Session, you agree to these Terms on the minor’s behalf.

B. Consideration. You agree to these Terms in exchange for an opportunity to participate in one or more Sessions, to have your submission reviewed by K-Swiss, and that these Terms are supported by reasonable and valuable consideration.

C. Session Rules. In addition to these Terms, you agree to abide by the rules for each Session in which you participate. These rules are set out in the K-Swiss Board | Sessions, Instructions and Requirements document, which is incorporated in these Terms by reference. In the event that your Content is chosen by K-Swiss as a winning submission in accordance with the selection criteria for the Session, then you agree to abide by the relevant Session terms and conditions.

PRIVACY AND SECURITY

D. Collection and Use of Information. Other Board Members and K-Swiss and its designees will be able to view your information and any content you post or contribute to this website. When you use this website or otherwise participate in a Session, you consent to K-Swiss’ collection, transfer, manipulation, storage, disclosure, and other use of your information, including your name, address, phone number, email address, and any information about or provided by you to K-Swiss at any time and in any manner. Our server logs automatically collect certain technical information (e.g., IP address, email address, browser type, and the date and time of your visit), which helps K-Swiss differentiate between users and spam. Like most websites, K-Swiss may assign your computer one or more cookies which may collect information to facilitate access to our website and to personalize your online experience. K-Swiss may retain and use your information to fulfill its objectives for 'The Board' or one or more of the Sessions, and for so long as it may be useful to fulfill our commercial objectives, comply with legal obligations, resolve disputes, or enforce K-Swiss policies.

E. Secure Access. To access this website, you must provide and use a valid email address and password, (collectively, your “account”). You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your K-Swiss Board Member account after using it. If you become aware of any unauthorized access to your account, you must change your password and notify K-Swiss immediately at concierge@kswiss.com. You promise that all information about you that you have provided to K-Swiss is accurate and complete. In the event that any of this information changes, you will promptly notify K-Swiss. You promise that you will keep your login credentials secure and that you will not make them known or available to any third party.

STANDARDS

The K-Swiss Sessions website is a portal to facilitate your participation in Sessions as a Board Member. We ask all Board Members to help us make this site a welcoming space for creative contributions and that you use this site responsibly and post and contribute only material that is original and respectful. Material that is profane, racist, sexist, discriminatory, abusive, or demeaning to, or in violation of the privacy of, any person or group, or that is critical of K-Swiss or its officers, directors, employees, representatives, or products, is contrary to the purpose of this website and will be removed from the website. K-Swiss reserves the right to discontinue any Board Member’s participation in a Session and to revoke a participant’s status as a member of 'The Board' at any time and for any reason, including but not limited to a violation of the standards set forth in this paragraph.

TERMS

These Terms begin when you first use this website or otherwise participate in a Session, and continue until terminated by K-Swiss or until you elect to terminate your status as a Board Member. Any licenses granted by you to K-Swiss and any representation or warranty made by you to K-Swiss will survive termination of these Terms, along with any other provisions of these Terms that by their nature survive termination.

K-SWISS RIGHTS AND CONFIDENTIALITY

F. Reservation of Rights. As between you and K-Swiss, K-Swiss is and shall remain the sole and exclusive owner of all right, title, and interest in all information, designs, drawings, text, materials, applications and other content that K-Swiss provides to you or that you access from K-Swiss on this site, in your role as a Board Member, or through your participation in Sessions, including without limitation all product designs, trademarks, service marks, trade names, and trade dress (collectively, “K-Swiss Materials”). You hereby transfer all rights in the same to K-Swiss. Your use of K-Swiss Materials is strictly limited to your participation in the Sessions and the creation and transmittal of your Content, and you may not otherwise reproduce, transmit, distribute, publish, or otherwise exploit the K-Swiss Materials. We may add or remove K-Swiss Materials or demand the return of any K-Swiss Materials at any time in our sole discretion.

G. Confidentiality. You promise to keep any and all information provided or made available to you by K-Swiss confidential, to keep such information reasonably secure, and not to disclose such information to third parties without the express, written consent of K-Swiss to the particular disclosure. This obligation extends to all information provided or made available to you through this website, in connection with your status as a Board Member, and through your participation in one or more Sessions. You promise to treat the contributions of other Board Members as if they were the confidential information of K-Swiss.

H. Other. K-Swiss reserves all rights not expressly granted to you in this Agreement. Except as otherwise expressly permitted by K-Swiss, you promise that you will not reproduce, retransmit, disseminate, publish, broadcast, circulate, redistribute, sell, commercially exploit, create derivative works from, decompile, reverse engineer, or disassemble the K-Swiss Materials or the Licensed Materials, this website, or any content posted to it, other than your own Content in a manner otherwise consistent with your obligations to K-Swiss.

CONTENT AND CONSENT POLICIES

I. Generally. Your participation in Sessions will involve your submissions of certain creative and other content to K-Swiss, including but not limited to your name, photos or other images or likenesses of yourself, and other biographical information, product designs, slogans, marketing materials, and business plans (collectively, all such submission, “Content”). By clicking on the “Accept Terms” box, you agree to K-Swiss’ use of the Content to promote and advertise K-Swiss and its products without limitation of time, territory or media.

J. Originality. By submitting Content, you promise that such Content is your original creative work and not the product of a collaboration between you and one or more third parties or derivative of any other work. You also promise that the Content does not violate the intellectual property rights of any other person and that you own all right, title, and interest in such Content, including all intellectual property rights, and that you are not aware of any impediment to perfecting such rights in any jurisdiction. You are solely responsible for anything contained in your Content, and any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from posting your Content.

K. License to K-Swiss. By submitting Content, you grant to K-Swiss and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid up, transferable, and sub-licensable license under all copyright, trademark, patent, trade secret, and other intellectual property law to use, copy, reproduce, edit, archive, display, publish, perform, distribute, adapt, modify, create derivative works of, import, promote, or otherwise exploit your Content for any purpose and in any way, including without limitation making such Content available on one or more websites. Once your Content is submitted, you may not withdraw your Content. You agree to aid and assist K-Swiss in effecting the purpose of this paragraph, including but not limited to executing such documents and the appointment of K-Swiss as your agent to make such filings and submissions as may be necessary to effectuate and perfect K-Swiss’ rights under this paragraph.

L. License to Board Members. For the duration of your participation in the Sessions, K-Swiss grants to you a limited, non-exclusive, royalty-free, and non-sub-licensable right to use the materials specifically provided by K-Swiss to you to you to facilitate your participation in the Session (the “Licensed Materials”) for the sole and limited purpose of your participation in the Session and the creation and submission of Content to K-Swiss. Under no circumstances may you use any Licensed Materials for any other purpose, and upon notice from K-Swiss at any time and for any reason, you promise to discontinue your use of the Licensed Materials and to destroy or return the Licensed Materials, including without limitation any copies or reproductions of Content that include Licensed Materials.

M. Selection. Winning submissions will be selected in accordance with the applicable criteria for a Session by one or more persons designated by K-Swiss in K-Swiss’ sole discretion. You agree to waive any right you may have to challenge or appeal the selection of winners.

DMCA POLICIES

N. Compliance with the Digital Millennium Copyright Act of 1998. K-Swiss is committed to full compliance with U.S. copyright law, and expects its users to do the same. In addition to the obligations set forth above in this Agreement, each user is responsible for ensuring the materials they post to the website do not infringe any third-party rights. The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for owners of copyrighted material who believe that their rights under U.S. copyright laws have been infringed online. A copy of DMCA is located at http://www.loc.gov/copyright/legislation/dmca.pdf. You should be aware that U.S. copyright law provides substantial penalties for false claims of copyright infringement.

O. Procedure for Making or Responding to Claims of Copyright Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide K-Swiss with a written notice containing the following: i) the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf; ii) identification of the copyrighted work that you claim has been infringed; iii) identification of the material that is claimed to be infringing and information reasonably sufficient to permit K-Swiss to locate the material (e.g., by providing a URL to the material); iv) the person’s name, address, telephone number, and email address; v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and vi) a statement that the information in your notification is accurate and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf.

If you believe that your material has been removed by mistake or misidentification, please provide K-Swiss with a written notice containing the following: i) the electronic or physical signature of the person submitting the notice; ii) a description of the material that was removed or misidentified and the location on the website (e.g., the URL) where it previously appeared or continues to appear; iii) the person’s name, address, telephone number, and email address; iv) a signed statement by the person under penalty of perjury that the person has a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and v) a statement that the person consents to the jurisdiction of the Federal District Court for the judicial district in which the person’s address is located, or if the person’s address is outside of the United States, the U.S. District Court for the Northern District of California, and that the person will accept service of process from the person or its lawful agent who filed the original DMCA notice.

You may submit the above notices via: K-Swiss Legal Department at kslegal@k-swiss.com.

If you have questions about the DMCA notice and/or notice of mistake/misidentification, please contact an attorney or see Section 512 of the U.S. Copyright Act, 17 U.S.C. § 512.

DISCLAIMER OF WARRANTY

You agree that use of this website and participation as a Board Member and in Sessions is at your sole risk. THIS WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, including, but not limited to, warranties of title or implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. K-Swiss does not verify, endorse, or otherwise vouch for the contents of any information on this website or the postings or submissions of any third party.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, K-SWISS AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, FUNDERS, CONTRACTORS, SUBLICENSEES, AND AGENTS SHALL NOT BE LIABLE FOR: any defamatory, offensive, or illegal conduct of users or visitors of this website or any other third party; damages relating to your access to, use of, or inability to access or use this website; damages relating to inaccuracies, omissions, or other defects in, or untimeliness or inauthenticity of any Content; any indirect, incidental, punitive, or consequential damages of any kind whatsoever; and damages in any manner relating to any Content. This limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory. The risk of injury from the foregoing rests entirely with you, and you assume all risk for any damages, claims, or injuries.

GENERAL PROVISIONS

K-Swiss reserves the right to require you to provide a signed copy of these Terms upon K-Swiss’ request.

These Terms do not create an employment relationship between you and K-Swiss. You act solely as an independent contractor with respect to your use of this site and submission of Content.

This Agreement shall be government by the laws of the state of California, United States of America, without regard to principles of conflict of law. Any action arising out of or relating to these Terms or your use of this website or participation in Sessions shall be decided exclusively by a court of competent jurisdiction in Los Angeles County, California.

You may not transfer in any way any of your rights or obligations under these Terms to any third party.

No failure or delays by K-Swiss in exercising any right hereunder will waive any further exercise of that right.

We reserve the right to modify, supplement, or replace these Terms, effective upon posting at the website or notifying you otherwise.

 

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