The following Membership terms and conditions (Membership Terms) regulate access to, and use (as a Member) of Theme Tailor accessible at www.thememtailors.com (the Site).
The Site is owned and operated by “Forget About It” and “Hebridean Technologies” (Theme Tailors, we or us).
The Site and the content uploaded to the Site are available to be viewed by any person browsing the internet but only a person, who has agreed to the Membership Terms, is able to sell and buy Products.
Once you click “Register” you will be deemed to have agreed to the Membership Terms and a legally binding contract, incorporating those Membership Terms, will then exist between you and Theme Tailors in relation to your use of the Site.”
If you do not want to agree to these Membership Terms, you should navigate away from this page.
Members who buy Products will only acquire a license to use that product.
If you agree to be bound by the Membership Terms on behalf of a third party (which may include your employer or other entity) named in the application details you provide before clicking “I agree”, you represent and warrant that you have full legal authority to bind that third party to the Membership Terms. If you do not have the authority to do so, then you must not agree to be bound by the Membership Terms or use the Site on behalf of such third party.
In these Membership Terms:
- Buyer means a Member who buys Products made available for sale on the Site.
- Tailors means a Member who makes Products available for sale on the Site.
- Member means a person who is registered as a Member by completing and submitting the Membership application, accepts these Membership Terms and that application is accepted by Theme Tailors.
- Products mean products available for sale on the Site including, but not limited to, WordPress themes, plugins and mods.
- Tailor’s portfolio is an indipendent shop selling a specific Tailor’s products. Each portfolio is hosted under a unique subdomain (ex: myporfolio.themetailors.com). Each Tailor is responsible for the accounting of it’s portfolio. Members can track all orders made throughout the marketplace from their profile page.
- Directory is the section where all CMS themes submitted by the community are discussed and new features are requested.
- All Customization Requests page is the section where all new feature requests for all Themes and Plugins can be browsed.
In these Membership Terms, a reference to “we” or “us” means Theme Tailors and a reference to “you” or “your” means a Member.
You may only become a Member if you are 18 years or over.
You do not have an automatic entitlement to Membership and Theme Tailors may, at its sole discretion, elect to:
refuse your application to become a Member; or once Membership is granted, suspend, terminate or restrict your Membership at any time.
Theme Tailors is not obliged to give reasons for its decision to reject your application or suspend, terminate or restrict your Membership at any time.
Your Membership is non transferable.
Once Membership is granted you will only be able to access all areas of the Site with use of the username and password you set up at the time you become a Member.
You are responsible for each and every access or use of the Site that occurs in conjunction with use of your username and password.
Use of your username and password is conclusive evidence that you have accessed the Membership sections of the Site.
You must use all reasonable efforts to keep your username and password confidential.
You must not allow any third party to access the Site using your username and password and make use of the Site on your behalf.
You must notify Theme Tailors in writing as soon as you become aware of any unauthorised use of your Member Account, username or password.
You acknowledge and agree that you are liable for, and will indemnify Theme Tailors, its related bodies corporate, affiliates, officers, directors, agents and employees against, any and all claims made by a third party arising out of your access to, and use of, the Site as a Member.
3. Benefits conferred by Membership
By being registered as a Member, you are entitled to:
- submit themes and Plugins to the Directory;
- request custom and group modification for listed themes and vote for them;
- buy Products from other Members;
- sell Products to other Members (subject to clause 15);
- generally make use of the Membership section of the Site;
A reference in these Membership Terms to ‘buying’ or ‘sale’ of a Product means the acquisition or grant of a license or other right to use a Product.
4. Theme Tailors’s Role
the Site are online facility that allows you to sell, and buy, Products.
Ownership of Products remains with the Tailor. Theme Tailors does not obtain any right of ownership or use (including any intellectual property rights) in respect of the Products.
Theme Tailors does not have any control over, and does not take any responsibility for, the quality, safety or legality of any Products downloaded by you from the Site.
Theme Tailors does not warrant that the Products or any content, code, data or materials downloaded from the Site does not infringe the intellectual property rights of a third party. Each Tailor is required to warrant that its Product does not infringe the intellectual property rights of any third party.
5. Availability and Use of the Site
the Site will usually be available 24 hours a day, seven days a week or as otherwise stated on the Site.
Theme Tailors may, in its absolute discretion, and for any reason, and at any time, with or without notice:
interrupt or suspend your right to access the whole or any part of the Site; and/or
alter, interrupt or suspend the provision of the whole or any part of the content and/or the services available on the Site.
You agree that Theme Tailors will not be liable to you for any loss that you may suffer as a result of any such interruption, suspension or alteration.
When accessing the Site (as a Member) and using the content and/or the services available on the Site, you must also comply with any directions, instructions or protocols posted on the Site from time to time.
6. Fees and Services
You do not have to pay a fee to become a Member.
You do not have to pay a fee to sell Products on the Site.
If you are a Buyer of a Product, you will pay a fee to buy the right to use that Product in accordance with clause 14.
If you are a Tailor, you will collect the fee for each sale of your Product(s) to a Buyer and subsequently, the payement gateway will automatically deduct the commission to which Theme Tailors is entitled in accordance with clause 17.
All payments by Buyers on the Site must be paid through Paypal.
Any dispute will be dealt directly between Tailor and Buyer.
You are responsible for paying all fees and taxes (including withholding tax), associated with your use of the Site wherever levied (including any goods and services or value added taxes, which will be added to amounts billed to you, if applicable).
All prices on the Site are expressed in US Dollar, which is the currency of the United States of America. Payment will be made in US currency and accordance with the rules of Paypal.
The Buyer is responsible for all costs of currency conversion from his or her preferred currency to the US Dollar.
7. Member Information
In the course of your application for Membership and your use of the Site, you may be asked to provide certain personal information to us (Member Information). You promise that the Member Information you provide is true, accurate and complete.
Any Member Information that you disclose may be used by Theme Tailors, its agents and contractors in relation to the provision of services accessible on the Site, including marketing activities in relation to the Site.
8. Proprietary Rights
Theme Tailors, its licensors, advertisers or affiliates own all:
- the content of the Site (other than Products which are owned by Members who offer them for sale on the Site);
- the look and feel, design and the organisation of the Site;
- the compilation of the materials on the Site; and
- the intellectual property rights (if any) subsisting in the works described in paragraphs (a), (b) and (c) above.
Your use of the Site does not grant to you any ownership or like interest in any content, code, data or materials you may access on or through the Site or any intellectual property rights subsisting in any of those things.
9. Copyright Agent
Theme Tailors requires that you respects the intellectual property rights of others.
If you believe that a work of which you are the owner is infringed by a Product being offered for sale on a Site has been copied in a way that constitutes copyright infringement, please forward the following information (Copyright Claim) to Theme Tailors:
- your address, telephone number, and email address;
- a description of the location of the alleged infringing material;
- a description of the copyright work that has been allegedly infringed;
- a statement by you, that you warrant that the information given in the Copyright Claim is accurate and that you are either the copyright owner or are authorised to act on the copyright owner’s behalf.
On receipt of a Copyright Claim, Theme Tailors will take down the Product that is the subject of the Copyright Claim and seek an explanation from its Tailor.
10. Trade Marks
The trade marks, logos, service marks and trade names (collectively the Trade Marks) displayed on the Site are, unless otherwise stated, the registered and unregistered Trade Marks of Theme Tailors and others.
A Trade Mark may not be used by you without the approval of its owner.
Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trade Mark displayed on the Site without the written permission of its owner.
11. Confidential Information and Privacy
Theme Tailors does not warrant or represent that your use of the Site will be confidential.
Theme Tailors is not responsible for any harm that you or any person may suffer as a result of a breach of your confidentiality in respect of your use of the Site.
While Theme Tailors has taken precautions to protect information that you transmit to the Site over the internet, Theme Tailors does not warrant the security of that information. Once Theme Tailors receives your transmission, Theme Tailors will take reasonable steps to preserve the security of such information.
You must not disclose any confidential information made available to you through the Site.
When using the Site or dealing with other users of the Site you must respect the privacy and legal rights of other Members.
If a Member provides you with (or your Product accesses or uses) user-names, passwords or other login information or personal information of the Member (Personal Information) you must:
- make the Member aware that the Personal Information will be available to you; and
- ensure that, by proceeding to transact with you, the Member is giving you permission to use the Member’s Personal Information;
- provide a privacy notice to the user, recording the manner in which the Personal
- Information will be handled by you, that is legally sufficient; and
- use the Personal Information for the limited purposes for which the Member gave permission; and
- handle the information in accordance with the terms of the privacy notice.
If the Member has entered into a separate agreement with you that allows you (or your Product) to store or use the Member’s Personal Information directly related to your Product (not including other products or applications) then the terms of that separate agreement will govern your use of such Personal Information.
Without limiting the generality of the foregoing, if the user provides you information about the Member’s Member Accounts , you may only use that information to access the Member’s Member Accounts when, and for the limited purposes for which, the user gave permission for you to do so.
12. Member Accounts
When your application for Membership is accepted by Theme Tailors, you will have a single account that is accessible by you (Member Account).
13. Financial flow
Each Tailor runs an indipendent e-store, with an indipendent cart and accounting system, linked directly to it’s Paypal account. Each portfolio is hosted under a unique subdomain (ex: myporfolio.themetailors.com). Orders from any Tailor’s portfolios are available in the member profile page.
Paypal’s standard terms and conditions regarding payments, refunds, chargeback, and unauthorised transactions will apply.
No refund is required or allowed on Products that can be previewed by the Buyer (such as graphics). Where Products cannot be previewed by the Buyer (such as WordPress themes, Plugins and applications) and the Buyer asserts that the Product is not as described or is broken or is corrupt, you agree to follow up, fix the issue or give the Buyer a full refund on the Product price if the Buyer requests the refund within 30 calendar days after purchase and the claim is found to be valid.
Theme Tailors will refund its part of the transaction each time a Tailor will provide the refund receipt from their PayPal history as well as the Transaction ID of the fee to be deducted. Only in case of proved author bad faith (no answer, rude or unreasonable attitude), we may refund the total amount (as a gesture of good will) on Tailor’s behalf and reserve the right to ban him from the marketplace.
You must bear all expenses incurred by Theme Tailors in paying monies back to you. Payments made via a SWIFT transfer incur a processing fee of $35 for each payment.
14. Buying Products
When you buy a Product, you acquire a license to use that Product.
If you buy a Product, you do so on the following terms:
- you cannot cancel an order for a Product once the order has been submitted;
- Theme Tailors does not give any undertaking as to the continued availability of Products offered for sale on the Site;
- once your order for a Product is accepted, and you pay the fee, you acquire a non exclusive, non transferable license to use the Product;
- ownership of the Product remains with the Tailor;
- the Product may not be re-sold by the Buyer; and
- payment of the fee will be made at the time of download.
You acknowledge and agree that despite Theme Tailors’s reasonable precautions, Products may be listed at an incorrect price or with incorrect information due to a typographical error or similar oversight. In these circumstances, Theme Tailors reserves the right to cancel or reverse a transaction, even after your order has been confirmed and a payment has been processed. If a transaction is cancelled, Theme Tailors will immediately arrange for any payment to be refunded.
Under the distance selling regulations you would usually have the right to cancel the contract of sale within seven days. However, this does not relate to downloadable products, egoods and digital products, which can not be returned. You have the right to claim a refund, once the product has been downloaded, only in exceptional circumstances, such as the product is broken or doesn’t accomplish what promised. In any case, complaints must be places directly with concerned Tailor, who has agreed to follow up on all occurences. Theme Tailors will refund its part of the transaction each time a Tailor will provide the refund receipt from their PayPal history as well as the Transaction ID of the fee to be deducted. Only in case of proved author bad faith (no answer, rude or unreasonable attitude), we may refund the total amount (as a gesture of good will) on Tailor’s behalf and reserve the right to ban him from the marketplace.
15. Selling Products
As a Member, you may start selling Products after registering your Tailor Portfolio, entered your Paypal details to start receiving payements and after reading the publishing policy.
You warrant to Theme Tailors and each Buyer that, as a Tailor, in relation to each Product that you offer for sale on any of the Site:
- you own the intellectual property rights in that Product;
- that Product does not infringe the intellectual property rights of a third party;
- that Product is not false, inaccurate or misleading;
- that Product is not fraudulent, stolen or an unlawful item;
- that Product does not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, criminal law, antidiscrimination or trade practices or fair trading laws);
- that Product is not defamatory, unlawfully threatening or unlawfully harassing;
- that Product is not obscene and does not contain child pornography and does not constitute or contain material that is adult in nature or harmful to person under the age of 18 years;
- that Product does not contain any content that may be considered as prohibited or potentially prohibited content for the purposes of the Broadcasting Services Act 1992 (Cth);
- that Product does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware;
- that Product would not create liability for Theme Tailors or cause us to lose (in whole or in part) the services of its ISP or other suppliers; and
- that Product would not cause Theme Tailors to violate any applicable law, statute, ordinance or regulation by making it available on the Site.
As a Tailor, you must:
- ensure all copies of your Products bear a notice of ownership of the intellectual property rights in your Products;
- not offer to or sell to Members any of your Products that have not been approved by Theme Tailors in accordance with this clause 15;
- notify us of any information which may affect or assist in sales of your Product(s);
- provide us with full and accurate information regarding enhancements and new releases of your Products;
- act in good faith at all times and provide such assistance and co-operation as we reasonably request; and
- to the extent practicable, maintain registrations of all relevant intellectual property rights and of all names relating in any way to your Products.
You acknowledge and agree that any Product offered for sale by you on Sites must first be submitted to Theme Tailors to enable it to check the quality of the Product and the information provided with the Product.
Theme Tailors may refuse, in its sole discretion, to allow you to offer the Product for sale on a Site. Theme Tailors is not required to give reasons for refusing to allow you to offer a Product for sale on a Site.
You acknowledge and agree that If Theme Tailors determines, in its absolute discretion, or is notified by a third party, that a Product that you offer for sale on a Site does not comply with any applicable laws and/or these Membership Terms, Theme Tailors will disable your Member Account and withhold all amounts that you may have earned from the sale of the relevant Product until the earlier of:
- any dispute in relation to the Product has been resolved to the satisfaction of Theme Tailors; and
- the expiry of two years from the date your Member Account and Member Ledger is disabled.
If after two years, the dispute has not been resolved, Theme Tailors will pay amounts standing to your credit via PayPal.
You acknowledge and agreed that Theme Tailors can, at its sole discretion, modify the price set by Tailors for each Product on the Site.
Products on Sites are continuously reviewed to ensure the library remains coherent with Theme Tailors’s latest quality and technical standards, currency of software and market trends.
You acknowledge and agree that Theme Tailors may, at its sole discretion, elect at any time and for any reason to remove your Products from a Site without notice to you. Theme Tailors is not responsible for any loss that you may suffer as a result a Product being removed from any of the Site by Theme Tailors.
Theme Tailors is not liable for any loss suffered by you as a result of a Buyer making use of a Product that you offer for sale on a Site contrary to the conditions on which the Product was sold to the Buyer.
You are free to sell the Product on other web sites or through other outlets as you see fit.
You agree and acknowledge that Theme Tailors may use the whole or any part of a Product which you offer for sale at the Theme Tailors Marketplace to promote the Site. This promotional use may include use on a features page on a Site itself. No compensation is due or payable for such uses of your Product.
You agree that a Tailor may use a watermarked preview of your Product in a preview of another Product without requiring permission from you, without violating your copyright and without providing monetary compensation to you. The Tailor must credit such usage by providing a link to your Product.
If one or more of your Products is sold over the Site, Theme Tailors will directly credit your Paypal account with the balance of the fee received from the Buyer (that is the gross fee less Theme Tailors’s commission).
Theme Tailors will be entitled to receive a commission of an amount equal to 20% of the fee payable for each Product sold over the Site.
Commission rates may be varied by Theme Tailors at its sole discretion, from time to time.
Any changes to the commission rates by Theme Tailors will take effect on and from the date on which notice of the variation is posted by Theme Tailors on the Site.
17. Prohibited Conduct
You warrant that while using the Site and the various services and features offered on or through the Site, you will not:
- use a false email address or impersonate any person or entity or misrepresent your affiliation with any other person or entity;
- insert your own or a third party’s advertising, branding or other promotional content into any of the Site’s content, materials or services or use, redistribute, republish or exploit such content or service for any
- further commercial or promotional purposes; or
- attempt to gain unauthorised access to other computer systems through the Site.
You must not:
- engage in “spidering”, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Site or the services offered on or through the Site, including without limitation any information residing on any server or database connected to the Site or the services offered on or through the Site;
- obtain or attempt to obtain unauthorised access to computer systems, materials or information through the Site by any means;
- use the Site or the services made available on or through the Site in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests;
- use the Site, content or services offered on the Site for any purpose or activity of an illegal, fraudulent, obscene, offensive, personally offensive or defamatory nature;
- use the Site to distribute or make available any Product whose primary purpose is to facilitate the distribution of Products outside of the Site;
- use any mechanism, device software or script to affect the proper functioning of the Site including taking any action which may infect the Site with any routine, including (but not limited to) any virus, time bomb, trojan horse, worm, cancelbot or other computer routine that may damage, interfere with, delay, intercept or expropriate any system, data or personal information;
- take any action which may interfere with, disrupt, manipulate, tamper with or otherwise abuse the Site or networks connected to the Site;
- use the Site or the Site’ services or features in violation of Theme Tailors’s or any third party’s intellectual property or other proprietary or legal rights; or
- use the Site or the Site’ services in violation of any applicable law.
You further agree that you must not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or the Site’s services, or any content of the Site or any of its domains, or make any unauthorised use of the Site or the Site’s services or any content of the Site or any of the domains of the Site.
You agree that you must not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site or any of its services.
You must not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Site.
Theme Tailors reserves the right, in its absolute discretion, to determine whether or not your use of the Site or content or services available on the Site complies with these Membership Terms.
Any commercial or promotional distribution, publishing or exploitation of the Site, or any content, code, data or materials on the Site, is strictly prohibited unless you have received the express prior written permission from Theme Tailors.
Other than as expressly allowed in these Membership Terms, and unless otherwise indicated in these Membership Terms, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or made available through the Site.
18. Linking to the Site
You agree that if you include a link from any other web site to one or more of the Site, such link must link to the full version of an HTML formatted page of the relevant Site.
You are not permitted to link directly to any image hosted on the Site or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site.
You agree not to download or use images hosted on the Site on another web site, for any purpose, including, without limitation, posting such images on another site.
You agree not to link from any other web site to any of the Site in any manner such that the Site, or any page of the Site, is “framed”, surrounded or obfuscated by any third party content, materials or branding.
We reserve all of our rights under the law to insist that any link to any of the Site be discontinued, and to revoke your right to link to the Site from any other web site at any time upon written notice to you.
19. Third Party Sites
You may be able to link from the Site to third party web sites and third party web sites may link to the Site (Linked Sites).
You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours.
The inclusion of a link to a Linked Site on a Site does not constitute or indicate any relationship between Theme Tailors and the operator of that Linked Site or any endorsement or sponsorship by Theme Tailors of that Linked Site.
Theme Tailors disclaims any liability for links:
- from another web site to any of the Site; and
- to another web site from any of the Site.
Theme Tailors is not responsible for any form of transmission received from any Linked Site.
20. Public Forums
Theme Tailors may, from time to time, make messaging services, chat services, bulletin boards, message boards, blogs, other forums and other such services available on or through the Site.
In addition to any other rules or regulations that we may post in connection with a particular service, you agree that you must not upload, post, transmit, distribute or otherwise publish through the Site or any service or feature made available on or through the Site, any materials which:
- restrict or inhibit any other user from using and enjoying the Site or the Site’ services;
- are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent;
- constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
- violate, plagiarise or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right;
- contain a virus, spyware, or other harmful component;
- contain embedded links, commercial solicitation, advertising, chain letters, mass mailings or, pyramid schemes of any kind;
- constitute commercial solicitation or ‘spam’ of any kind; or
- constitute or contain false or misleading indications of origin, endorsement or statements of fact.
You further agree not to impersonate any other person or entity, whether actual or fictitious, including anyone from Theme Tailors.
You also may not offer to buy or sell any product or service on, or through, your comments submitted to our forums. You alone are responsible for all information and materials that you post to the Site and the consequences of any of your activities on the Site.
Theme Tailors reserves the right, but does not have an obligation, to monitor and/or review all information and materials posted to the Site or through the Site, and Theme Tailors is not responsible for, and assumes no liability for, any such materials posted by users. However, Theme Tailors reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Theme Tailors’s sole discretion are objectionable or in violation of these Membership Terms, Theme Tailors’s policies or applicable law.
Theme Tailors may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of these Membership Terms or applicable law, or for any other reason without notice or liability.
It is important to remember that comments submitted to a forum may be recorded and stored in multiple places, both on our Sites and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them eventually.
It is therefore important that you are careful and selective about the personal information that you disclose about yourself and others, and in particular, you should not disclose sensitive, embarrassing, proprietary or confidential information in your comments to our public forums.
Trade Practices and similar state and territory legislation in Italy may confer rights and remedies on you in relation to the provision goods or services on the Site which cannot be excluded, restricted or modified by Theme Tailors (Non-excludable Rights).
Theme Tailors does not exclude any Non-excludable Rights but does exclude all other conditions and warranties implied by custom, law or statute.
Except as provided for by the Non-excludable Rights:
- all content and services on the Site is provided “as is” and without warranties of any kind, either express or implied;
- Theme Tailors and its suppliers expressly disclaim all warranties of any kind, including but not limited to implied warranties of merchantability and fitness for a particular purpose;
- Theme Tailors does not warrant that the functions contained in any content or your access to the Site will be uninterrupted or error-free, that any defects will be corrected or that the Site or the server which stores and transmits content to you are free of viruses or any other harmful components; and
- Theme Tailors does not warrant or make any representation regarding your access to, or the results of your access to, the Site (including any related or linked websites) or any content in terms of correctness, accuracy, timeliness, completeness, reliability or otherwise.
Under no circumstances (including but not limited to any act or omission on the part of Theme Tailors) will Theme Tailors or its affiliates be liable for any indirect, incidental, special and/or consequential damages or loss of profits whatsoever which result from any use or access of, or any inability to use or access, the Site.
To the fullest extent permitted by law, Theme Tailors’s liability for breach of any implied warranty or condition which cannot be excluded is limited at the option of Theme Tailors to the following:
in the case of services supplied or offered by Theme Tailors:
- the supply of the services again;
- the payment of the cost of having services supplied again; and
in the case of goods supplied or offered by Theme Tailors:
- the replacement of the goods or the supply of equivalent goods; or
- the payment of the cost of replacing the goods or acquiring equivalent goods.
22. Indemnification and Release
You are solely responsible (and agree that Theme Tailors has no responsibility to you or to any third party for) for, and you agree to indemnify and hold harmless Theme Tailors (as well as Theme Tailors’s affiliates, directors, officers, employees and agents) from any and all claims, liabilities, costs and expenses (including legal fees) arising in any way from, any of the following matters:
- your use of the Site;
- any Products you sell or buy through the Site;
- your placement or transmission of any Product, message, content, information, software or other materials through the Site;
- your breach of any applicable related third party contract or terms of service
- your breach of the law or of these Membership Terms.
Theme Tailors reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Theme Tailors’s defense of such claim.
23. Changes to Membership Terms
Theme Tailors may, at its sole discretion, revise or change these Membership Terms (in whole or in part) or the content of the Site from time to time and at any time without notice to you.
Changes in the Membership Terms will be effective at the time notice of the change is posted by us on the Site. It is your responsibility to check for these notices.
Your continued use of the Site and/or the content or services made available on or through the Site after any changes to the Membership Terms are posted will be considered acceptance of those changes.
24. Relationship between the Parties
Nothing in these Membership Terms:
- constitutes a partnership between the parties; and
- except as expressly provided, makes their party an agent of another party for any purpose.
A party cannot in anyway or for any purpose:
- bind another party; or
- contract in the name of another party.
If a party must fulfil an obligation and that party is dependent on another party, then that other party must do each thing reasonably within its power to assist the other in the performance of that obligation.
25. Suspension or Termination
Theme Tailors may suspend or terminate your registration as a Member and deny you access to your Member Account immediately if:
- you breach these Membership Terms or any other terms and conditions, agreements or rules governing the Site;
- Theme Tailors is unable to verify or authenticate any information you provide to us as part of your original application or in the course of using the Site; or
- Theme Tailors believes that your actions may cause legal liability for you, our other Members or us.
Should Theme Tailors elect to suspend, terminate or restrict your Membership in any way, you may be prohibited from accessing the Site temporarily or permanently. In either case, you must not apply for a new Member account.
Any notice given in accordance with these Membership Terms will be correctly given if it is in writing and is emailed to a party to the email address that that party has nominated or any other email address as may be notified for the purpose of the service of notices.
A notice will be deemed to have been given on the date of delivery.
27. Applicable Laws
If you make use of the Site, or the Products, content, code, data or materials on the Site or available through the Site, except as otherwise provided for in these Membership Terms, you may breach intellectual property laws (including copyright) and other state and federal laws of Italy and other countries and may be subject to liability for such unauthorised use.
We control and operate the Site from our offices in Italy and Scotland. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
The laws of Italy governs these Membership Terms. Each of Theme Tailors and the Member irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Milan, Italy.