terms and conditions

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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. The website address, http://www.miche.com (the “Website”), is operated by Miche, LLC (referred to herein as “Miche”, “we”, “us” and “our”). Use of the Website is subject to the following terms and conditions.

Consent. By using the Website, you (the “User”) agree to these Terms and Conditions of Use (the “Terms”). If User does not agree to the Terms as set forth below, he or she must leave the Website immediately.

Miche takes the privacy of the Website Users seriously. To obtain information about Miche’s privacy practices, please see our Privacy Policy, which is incorporated herein by reference.

Trademarks. The trademarks, service marks and logos (the “Trademarks”) used and displayed on the Website are Trademarks of Miche or its affiliates. Nothing on the Website should be construed as granting, by implication or otherwise, any license or right to use any Trademark displayed on the Website. Miche’s Trademarks may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Miche.

Copyright. All content provided on the Website, such as text, graphics, images, etc., as well as collection, arrangement and assembly of all content on the Website is the exclusive property of Miche or its affiliates and is protected by US and international copyright laws. Except as otherwise provided for herein, no material from the Website may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. Any unauthorized use of any material contained in the Website is strictly prohibited.

Use of the Website. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Miche. Miche reserves the right to refuse services, and/or cancel product orders, at our discretion, if we believe that User conduct violates applicable law or is otherwise harmful to our interests.

User Submissions. We are always pleased to receive comments and suggestions. If User submit comments, suggestions, ideas, etc. (collectively, “Submissions”) in response to any content on the Website, User grants us a non-exclusive, royalty-free, perpetual and irrevocable right to use, reproduce, modify, adapt, publish, translate, distribute and incorporate such Submissions and the names identified on the Submissions throughout the world in any media. Miche may post User feedback on the Website and reserves the right (but not the obligation) to monitor, edit and remove any Submission. When User sends a Submission, User represents and warrants that User owns or otherwise controls all of the rights to the content in such Submission, that the content User provides is accurate, and that use of the content in User’s Submission does not violate the Terms and will not cause injury to any person or entity.

Term; Termination. The Terms are applicable to User upon User’s accessing of the Website and/or completing the registration or shopping process. These Terms, or any part of them, may be terminated by Miche without notice at any time, for any reason. The provisions relating to Copyrights, Trademark, Warranty Disclaimer, Limitation of Liability, Indemnification and Miscellaneous, shall survive any termination.

Warranty Disclaimer. THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, MICHE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY MICHE OR ITS AGENTS SHALL CREATE A WARRANTY; NOR SHALL USER RELY ON ANY SUCH INFORMATION OR ADVICE.

Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL MICHE OR ANYONE ELSE INVOLVED IN ADMINISTERING OR DISTRIBUTING THE WEBSITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT ARISE UNDER THE TERMS OR RESULT FROM THE USE OF OR INABILITY TO USE THE WEBSITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS, OR LOSSES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE. IN NO EVENT SHALL MICHE BE LIABLE TO USER FOR MORE THAN THE AGGREGATE AMOUNTS PAID TO MICHE FOR THE USE OF THE WEBSITE.

Indemnification. User agrees to indemnify and hold harmless Miche, its affiliates, and its directors, officers, managers, employees, agents, attorneys and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms or other applicable agreements between User and Miche. We reserve the right, but not the obligation, to take over the exclusive defense of any claim for which we are entitled to indemnification under these Terms. In such event, User shall provide us with such cooperation as is reasonably requested by us.

Spam and Electronic Messages. Under no circumstances shall Users of the Website send commercial electronic mail messages to other Users as defined in the new Federal spam law, the CAN-SPAM Act of 2003 (the “Act”). For clarification, this does not prohibit User from sending transactional or relationship messages as defined in the Act. In addition, except as expressly authorized by Miche, any and all electronic messages initiated or sent by User or on User’s behalf must identify User as the sender and may not suggest or imply, or mislead or be likely to mislead a recipient into believing that a Miche site is the sender or sponsor of, or has procured User to send, such electronic messages. To be clear, User may not use a return address, subject heading, header information or message contents that misleads or confuses or is likely to mislead or confuse a recipient as to User being the sender.

Proper Conduct. Users of the Website are required to respect the law and the rights and dignity of others and to behave in an appropriate manner. User therefore agrees to comply with all applicable laws, rules and regulations in regard to the use of the Website. It is impossible to list all forms of improper conduct. However, without limiting the generality of the foregoing, the following acts are prohibited in connection with the use of the Website: ( a ) harassment, defamation and intimidation; ( b ) obscenity, pornography; ( c ) acts that give rise to criminal or civil liability; ( d ) fraud and misrepresentation; ( e ) infringement of copyrights and violation of trademarks; ( f ) advertising or offering to sell products and services without Miche’s written permission; and ( g ) interfering with or restricting the operation of the Website.

Third-Party Links and Ad Links. In an attempt to provide increased value to our Users, Miche may link to sites operated by third parties. However, even if the third party is affiliated with Miche, Miche may have no control over these linked sites, all of which may have separate privacy and data collection practices, independent of Miche. These linked sites are only for User convenience and therefore a User accesses them on his/her own volition and at his/her own risk. Nonetheless, Miche seeks to protect the integrity of the Website and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well.

Termination and Enforcement. Access to the Website is controlled by Miche. User agrees that Miche, in its sole discretion, may terminate User’s access to or use of the Website, at any time and for any reason, including without limitation, if Miche believes that User has violated or acted inconsistently with the letter or spirit of the Terms, or any other relevant contractual relationship between Miche and User, as applicable. User agrees that any termination of its access to or use of the Website may be effected without prior notice and that Miche may immediately deactivate or delete any user name and/or password used by or provided to User, and all related information and files associated therewith, and/or bar any further access to such information or files. User agrees that Miche shall not be liable to User or any third party for any termination of User’s access to the Website or to any such information or files, and shall not be required to make such information or files available to User after any such termination. Miche reserves the right to takes steps that Miche believes are necessary or appropriate to enforce and/or verify compliance with these Terms (including without limitation in connection with any legal process relating to User’s use of the Website and/or a third party claim that User’s use of the Website is unlawful or violates such third party’s rights). The provisions relating to Copyrights, Trademark, Warranty Disclaimer, Limitation of Liability, Indemnification and Miscellaneous, shall survive any termination.

Miscellaneous. The Terms shall be governed in all respects by the laws of the state of Utah, U.S.A., without regard to choice of law provisions. The 1980 U.N. Convention on contracts for the international sale of goods shall not control these Terms. User further agrees that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to the use of the Website (including, but not limited to, the purchase of the Website access and use rights and Miche Products) shall be in the state or federal courts located in Salt Lake County, Utah. Any cause of action or claim User may have with respect to the Website (including, but not limited to, the purchase of the Website access and use rights and Miche Products) must be commenced within one (1) year after the claim or cause of action arises. Miche’s failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between Miche or any User, nor trade practice shall act to modify any of these Terms. Miche may assign its rights and delegate its duties under the Terms to any party at any time without notice to User. Miche makes no representation that the information in the Website is appropriate or available for use in other locations, and access to the Website from territories where the content of the Website may be illegal is prohibited. Those who choose to access the Website from other locations do so on their own initiative and are responsible for compliance with applicable local laws. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between User and Miche. These Terms constitute the entire agreement between Miche and the Website Users with respect to the Website and supersedes any and all prior agreements with respect to the subject matter hereof.

Amendments to the Terms. Miche reserves the right to modify or otherwise update the Terms at any time by posting a modified version on the Website. Such changes will automatically be effective upon posting on the Website, and User agrees to be bound by such modifications, updates and revisions. Please visit this page regularly to review the current and controlling version of the Terms.

Contact Us. If there are questions regarding these Terms and Conditions, User may contact us by using the information below. Under California Civil Code Section 1789.3, California Users are entitled to the following consumer rights notice:

If User has a question or complaint regarding the Website, please send an email to: support@miche.com. User may also contact us by writing to Miche, LLC 10808 South River Front Parkway, Suite #150, South Jordan, Utah 84095, Attn: Miche Public Affairs, or by calling Miche’s corporate offices at: 801.566.4243. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at: 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at: 916.445.1254 or 800.952.5210.

Effective Date. The Terms were last modified on January 31, 2012.