TERMS OF USE

LAST UPDATED: 4/27/2009

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY

1. Your Acceptance

The top level domain giftwarebywade.com and its web sites (individually and collectively the "Website") are owned and operated by Wade Ceramics, Inc., a New York corporation ("Wade") and/or its affiliates and subsidiaries for your and others' personal, non-commercial enjoyment, subject to these terms and conditions of use and all modifications thereto ("Terms and Conditions"), and the rules that may be published from time to time by Wade.  By using the website, whether or not you create a membership account, you are deemed to have agreed to these terms and conditions of use.  Wade may change the Terms and Conditions from time to time and at any time, and without actual notice to you.  All such changes to these Terms and Conditions will appear on the Website.  All changes will become effective on the date they are posted.  By using the Website after we post any changes to the Terms and Conditions, you agree to accept those changes, whether or not you have reviewed them. 

2. Website Access & User Information

A. Wade hereby grants you permission to use the Website as set forth in this Terms and Conditions, provided that: (i) your use of the Website as permitted is solely for your personal use; (ii) you will not copy or distribute any part of the Website in any medium except according to Wade’s policies for such set forth in these Terms and Conditions without Wade's prior authorization; (iii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; and (iv) you will otherwise comply with the Terms and Conditions.

B. The Website and all Website functionality, including User Submissions, (defined below), or other interactive or mobile services that may be available to you on or through the Website (collectively, the "Services") are provided to you solely for your enjoyment, entertainment, and transactional purposes.  Some Services may require you to create a membership account.  When creating your account, you must provide accurate and complete information, and Wade reserves the right to terminate your subscription and refuse any and all current or future use of the Services if you provide inaccurate or incomplete information.  You understand that you are solely responsible for maintaining confidentiality of any passwords you create as a part of the Services and Wade recommends that you choose one that is at least six (6) characters in length and a mix of numbers and letters.  You are solely responsible for the activity that occurs on your account, and you must keep your account password secure.  It is absolutely necessary that you immediately notify Wade of any breach of security or unauthorized use of your account.  If such a breach has occurred, contact us by email at enquiries@giftwarebywade.com . You may never use another's account without permission.  Although Wade will not be liable for harm or losses caused by any unauthorized use of your account, by your conduct, you may be liable for the harm or losses of Wade or others due to such unauthorized use.

3. Privacy Policy

Please read our Privacy Policy which describes the personally identifiable information (the "Personal Information") we collect, use, disclose, manage and store.

4. Intellectual Property Rights

The content on the Wade Website, except User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Wade, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.  Content on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever, except as permitted by these Terms and Conditions, without the prior written consent of Wade or the respective owners.  Wade reserves all rights not expressly granted in and to the Website and the Content.  You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes.  If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein.  You agree not to circumvent, disable or otherwise interfere with security related features of the Wade Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Wade Website or the Content therein.

5. User Submissions

A. The Wade Website may now or in the future permit the submission of data, such as your name, address, telephone and email address, submitted by you and other users ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions.  You understand that whether or not such User Submissions are published, Wade does not guarantee any confidentiality with respect to any submissions.

B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them.  In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Wade all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Wade or any third party; (iii) submit material that is unlawful, defamatory, libelous, harassing, hateful, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person.  Wade expressly disclaims any and all liability in connection with User Submissions.  Wade does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and Wade will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights.  Wade reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to defamatory material.  Wade may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

6.  Use Policy

Without limitation of the foregoing, as a condition of using the Website, you warrant to Wade that you:

(i) Will only use this Website for lawful purposes in accordance with our terms and conditions.

(ii) Agree with our online Privacy Policy.

(iii) Agree to honor our intellectual property rights.

(iv) Agree to provide Wade with accurate information as necessary for the proper conduct of the Website and to take responsibility for the information you provide.

(v) Acknowledge that Wade may be unable to process and shall have no responsibility to process requests the accuracy of which we cannot validate.

(vi) Agree not to create a link (other than personal “bookmark” or “favorites” entry) to Wade’s Website without first obtaining our written permission.

(vii) Will refrain from using profane, vulgar, inflammatory, libelous, or similarly discourteous language in any e-mail or form entry created through this Website.

7. Merchandise Pricing

All prices displayed on the Website are quoted in U.S. Dollars and are valid and effective only in the United States.

8. External Links

The Website may contain links to other websites.  Wade is not responsible for the privacy practices or content of other websites.  When you leave the Wade Website, Wade advises you to read the privacy statements of each and every website that collects personally identifiable information.  The presence of external links on the Website does not imply Wade’s endorsement of or association with the linked site.  These Terms of Use apply solely to Wade’s Website.  In no event shall Wade be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the linked sites or the information or the material accessed through these linked sites.

9. Warranty Disclaimer

You agree that your use of the Wade website shall be at your sole risk.  To the fullest extent permitted by law, Wade, its officers, directors, employees and agents disclaim all warranties, express or implied, in connection with the Website and your use thereof.  Wade makes no warranties or representations about the accuracy of or completeness of this site’s content or the content of any sites linked to this side and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever resulting from your access to and use of the Website; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein; (iv) any interruption or cessation of transmission to or from the Website; (v) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Website by any third party; and/or (vi) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of the content posted, emailed, transmitted, or otherwise made available via the Website.  Wade does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website or any hyperlinked website or featured in any banner or other advertising, and Wade will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.  As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

10. Limitation of Liability

In no event shall Wade, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our website; (iii) any unauthorized access to use of our secure servers and/or any and all personal information and/or financial information, if any, stored therein; (iv) any interruption or cessation of transmission to or from the Website; (v) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Website by any third party; and/or (vi) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of the content posted, emailed, transmitted, or otherwise made available via the Website, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company is advised of the possibility of such damages.  The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.  Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.  IN NO EVENT SHALL THE TOTAL LIABILITY OF WADE, ITS PARENT COMPANIES, SUBSIDIARIES AND AFFILIATES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS AND CONDITIONS OF USE OR YOUR USE OF THE WEBSITE EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS ($100).

The Website is controlled and offered by Wade from its facilities in the United States of America. Wade makes no representations that the Wade Website is appropriate or available for use in other locations. Those who access or use the Wade Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

11.  Waiver of Class Action

YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION AGAINST WADE.

12.  Severability

If any portion of this Agreement is adjudicated to be unenforceable, then the rest of the agreement shall remain in full force and effect.

13. General

You agree that: (i) the Wade Website shall be deemed solely based in New York; and (ii) the Wade Website shall be deemed a passive website that does not give rise to personal jurisdiction over Wade, either specific or general, in jurisdictions other than New York.  These Terms of Service shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles.  Any claim or dispute between you and Wade that arises in whole or in part from the Wade Website shall be decided exclusively by a court of competent jurisdiction located in New York County, New York.  These Terms of Service, any artist representation agreements and any other legal notices published by Wade on the Website, shall constitute the entire agreement between you and Wade concerning the Wade Website.  If any provision of this agreement is in conflict with a provision in a signed artist representation agreement, the artist representation agreement provision shall prevail. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect.  No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Wade's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.  Wade reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes.  Your use of the Wade Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND WADE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WADE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.