[link to PP], which is incorporated by reference (collectively referred to as the “Terms of Use”).

BY USING AND ACCESSING THE SERVICES, YOU ARE AGREEING TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, CUMBRELLA DOES NOT AUTHORIZE YOU TO USE THE SERVICES.

Cumbrella may, in its sole discretion, modify or update these Terms of Use from time to time without prior notice to you, and you agree to be bound by all such modifications and updates. Cumbrella may also modify, add to, delete, and/or discontinue any or all parts of the Services without prior notice.

USE OF CONTENT

1. Except for User Content (as defined below), any designs, text, graphics, photographs, images, videos, audio files, and other files or materials, and their selection and arrangement, provided by or accessed through the Website (“Website Content”), and all copyrights, trademarks, service marks, patents, and other intellectual property rights are the property of Cumbrella or Cumbrella’s licensors. All rights not expressly granted herein are reserved.
2. Unless you have agreed with Cumbrella otherwise in writing, nothing in the Terms of Use gives you a right to use any of Cumbrella’s trade names, trademarks, services marks, logos, trade dress, domain names, or other distinctive brand features. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Services.
3. Unless you have been expressly authorized to do so in writing, you agree that in your use of the Services, you will not use any trademark, service mark, trade name, trade dress, logo of any company or organization in a way that is likely to cause confusion about the owner or authorized use of such marks, names, or logos. You also agree that in connection with your use of the Services, you will not use the intellectual property or copyrighted works of others, without appropriate licenses.
4. You may access the Services for your information and personal use, solely as intended through the provided functionality of the Service and as permitted under these Terms of Use. You shall not download any Website Content without Cumbrella’s consent, which shall be expressed by a “download” link. You shall not copy, reproduce, transmit, display, sell, license, or otherwise exploit any Website Content without Cumbrella’s express written consent.

USER CONTENT

1. Areas of our website permit you to input content (e.g. product feedback). Any content you upload to the Website, including multimedia documents, videos, text, photographs, graphics, images, information, and other content enabled by the Website from time to time (“User Content”) may be accessed by you and other users, subject to the restrictions set forth herein. Do not submit User Content if you do not want other users to have access to it.
2. Under no circumstance will Cumbrella be held liable for any errors or omissions in any User Content.
3. By accessing the Services, you understand that you will be exposed to content provided by a variety of sources and you agree that Cumbrella is not responsible for the accuracy, usefulness, safety, or intellectual property rights of the content. You also understand that in your use of the services, you may be exposed to content that you deem inaccurate, offensive, indecent, or objectionable, and you hereby waive all rights and remedies against Cumbrella therefore.
4. Cumbrella may, but is not obligated to, review, delete or remove any of the User Content, without prior notice, for any reason, including but not limited to, if in Cumbrella’s sole judgment, such User Content violates the Terms of Use.
5. By submitting User Content to the Website, you grant to Cumbrella, the non-exclusive, royalty-free, perpetual, irrevocable, transferable, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, sell, perform, and display such User Content (in whole or part, including modified or adaptive versions thereof) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, without any obligation to acknowledge authorship or ownership.
6. You are responsible for the content that you provide to Cumbrella. You represent and warrant that you possess all rights necessary to disclose such User Content and post it to the Website. You further represent and warrant that the User Content you submit does not violate the rights of any third party, including without limitation any proprietary or privacy rights, these Terms of Use, or any applicable laws, regulations, or statutes.
7. Cumbrella does not endorse any of the content submitted by its users and expressly disclaims all liability associated with such content.

USER ACCOUNTS

1. You are required to register with Cumbrella to use certain portions of the Services. You may never use another person’s account or registration information without permission.
2. When you register, you may be required to provide personal information that may be used to identify you including, but not limited to, your name, e-mail address, date of birth, or other personally identifiable information. You are solely responsible for the activity that occurs on your account or under your registration, and you must keep your password secure. You must notify Cumbrella immediately of any breach of security or any unauthorized use of your account or under your registration. Cumbrella is not liable for your losses caused by an unauthorized use of your account or registration information, but you may be liable for the losses of Cumbrella or others due to such unauthorized use.
3. You acknowledge and understand that through your use of the Services, you consent to the collection and use of your personal information. Your submission of such personal information to Cumbrella is always voluntary; provided, however, Cumbrella may obtain and use certain information merely by your access to the Services. The personal information you submit to Cumbrella will be treated by Cumbrella in accordance with the Cumbrella Privacy Policy.
4. To the extent any inconsistencies exist between these Terms of Use and the Privacy Policy, these Terms of Use shall govern.
5. You agree (a) that any personal information you provide to Cumbrella will be accurate, correct, and current; (b) to use the Services only for purposes that are permitted by the Terms of Use and any applicable law, regulation, statute, or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries); and (c) that you are solely responsible for (and that Cumbrella has no responsibility to you or to any third-party for) any breach of your obligations under the Terms of Use and for the consequences (including any loss or damage which Cumbrella may suffer) of any such breach.

USER CONDUCT

Cumbrella grants you the ability to use the Services subject to these Terms of Use, provided that you do not engage in any of the following activities:

• Gain or attempt to gain unauthorized access to the Services, User Content, or computer systems and networks connected to the Website;
• Upload, post, email, transmit, or otherwise make available any User Content that is unlawful, violent, harmful, threatening to another person or entity, abusive, defamatory, vulgar, obscene, tortuous, indecent, pornographic, libelous, invasive of another’s privacy, or otherwise objectionable;
• Cause harm to others, and specifically, legal minors;
• Impersonate another user, person, or entity, or falsely state or otherwise misrepresent your affiliation with another user, person, or entity;
• Collect and store personal data about other users, “cyber stalk” or harass another user or engage in conduct that negatively affects the on-line experience of another;
• Upload, post, email, transmit, or otherwise make available any information or content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
• Upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation;
• Upload or transmit any information that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious software programs;
• Reproduce, modify, rent, lease, loan, sell, trade, resell, or create derivative works based on the Website Content or User Content for any purpose;
• Intentionally or unintentionally violate any applicable local, state, national, or international law;
• Attempt to take any action that, in Cumbrella’s sole discretion, imposes or may impose an unreasonable or disproportionately large load or burden on the Website or the infrastructure of the Website;
• Interfere with the operation of the Services or other computers or internet or network connections; or
• Attempt to circumvent, disable, or otherwise interfere with security-related features of the Service or features that restrict or prevent use or copying of Website Content.

You acknowledge and agree that Cumbrella may access, preserve, and disclose the User Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms of Use; (c) respond to claims that any User Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect Cumbrella’s rights, property, or personal safety, or the rights, property, or personal safety of Cumbrella users or the public. You understand that use of the Services is subject to usage rules set by Cumbrella and/or content providers who provide content to the Website. Cumbrella may, at Cumbrella’s sole discretion and without notice, terminate your account and/or your access to or ability to use the Services for any reason, including violations of the Terms of Use. You may not attempt to override or circumvent any of the usage rules.

PAYMENTS

If you purchase any Services that we offer for a fee, you agree to have your payment processed by a third party service provider (“Payment Provider”). The Payment Provider may request certain information from you, including your name, mailing address, billing address, phone number and credit card information (“Payment Information”) to process payment. Cumbrella does not collect or store your Payment Information. The terms and conditions and privacy policy of the Payment Provider governs your use of the Payment Provider’s services.

TERMINATION; SURVIVAL OF TERMS OF USE

You agree that absent a written agreement to the contrary, Cumbrella may under any circumstances and without prior notice temporarily or indefinitely suspend you from use of any of the Services. You acknowledge and agree that all of the legal rights, obligations, and liabilities that you and Cumbrella have benefited from, been subject to (or which have accrued over time while the Terms of Use have been in force), or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of the Terms of Use that by their nature would survive its termination shall survive indefinitely.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CUMBRELLA IS NOT RESPONSIBLE FOR THE UNAVAILABILITY OF THE SERVICES OR UNAVAILABILITY OF THE CUMBRELLA WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CUMBRELLA OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE. SPECIFICALLY, CUMBRELLA MAKES NO REPRESENTATION OR WARRANTY TO YOU THAT (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND (D) THAT DEFECTS IN THE QUALITY, OPERATION, OR FUNCTIONALITY OF ANY OF THE SERVICES PURCHASED OR OBTAINED BY YOU WILL MEET YOUR REQUIREMENTS.

CUMBRELLA FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

NOTHING IN THESE TERMS OF USE SHALL EXCLUDE OR LIMIT CUMBRELLA’S WARRANTY OR LIABILITY FOR LOSSES, WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND CUMBRELLA’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CUMBRELLA AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE TO YOU FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS LIMITATION SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS DUE TO BUSINESS INTERRUPTION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (1) ANY CHANGES THAT CUMBRELLA MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (2) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT OR OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (3) YOUR FAILURE TO PROVIDE CUMBRELLA WITH ACCURATE PERSONAL INFORMATION OR TO COMPLY WITH THE TERMS OF USE; (4) YOUR ABILITY TO ACCESS, OR THE AVAILABILITY OF, EXTERNAL WEBSITES OR RESOURCES (WITH HYPERLINKS ON THE CUMBRELLA WEBSITE), OR YOUR RELIANCE ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY CONTENT OR OTHER MATERIALS ON, OR AVAILABLE FROM, SUCH WEBSITES, CONTENT, OR RESOURCES; (5) OR ANY VIRUSES, TROJAN HORSES, WORKS, TIME BOMBS, CANCELBOTS, OR ANY OTHER HARMFUL OR DELETERIOUS SOFTWARE PROGRAMS ENCOUNTERED BY YOUR USE OF THE SERVICES.

THE LIMITATIONS ON CUMBRELLA’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER CUMBRELLA HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

YOU EXPRESSLY AGREE THAT CUMBRELLA SHALL NOT BE RESPONSIBLE OR LIABLE FOR USER CONTENT OR FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY, OR ANY CONTENT OR ACT BY A USER OR THIRD PARTY THAT VIOLATES THESE TERMS OF USE, AND THAT THE USER BEARS ALL RISK OF HARM OR DAMAGE RESULTING FROM THE FOREGOING.

INDEMNIFICATION

You shall indemnify, defend, and hold harmless Cumbrella (and its officers, directors, members managers, agents, and employees) from any costs, expenses, claims, damages, losses, liabilities, and demands, including reasonable attorneys’ fees, arising out of your use of and access to the Services, breach or violation of the Terms of Use, or your violation of any law or the rights of any third-party.

COPYRIGHT POLICY

Cumbrella respects the intellectual property rights of others and Cumbrella asks its users to do the same. If you are a copyright owner or an agent thereof and believe that any of the Website Content, the User Content, or other content or material on any of the Website infringes upon your copyrights, you may submit a notification to Cumbrella pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Cumbrella’s Copyright Agent with the following information in writing as outlined in 17 U.S.C. § 512(c)(3):
(i)     A physical or electronic signature of the owner of the right that is allegedly infringed or a person authorized to act on their behalf;
(ii)   Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of the copyrighted works;
(iii)  Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material on the Website;
(iv)  Information reasonably sufficient to permit us to contact the owner or agent, such as an address, telephone number, and email address;
(v)    A statement that the owner or agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi)  A statement that the information in the notification is accurate and, under penalty of perjury, that you are the owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Cumbrella’s designated Copyright Agent for receiving notifications of claimed infringement is:
Cumbrella Condom Company, Inc.
232 N Ida Street
Coats, NC 27521
Attention: William Gray
Via email to: wgray@grayflex.com

In accordance with the DMCA and other applicable law, Cumbrella has adopted a policy of terminating, in appropriate circumstances and at Cumbrella’s sole discretion, members who are deemed to be repeat infringers. Cumbrella may also, at Cumbrella’s sole discretion, limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, regardless of whether there is any repeat infringement.

LINKING

The Website and Services may contains links to other websites that have their own separate terms and conditions and privacy policies. The terms and conditions and privacy policies of such websites govern your use of the services offered on those websites. CUMBRELLA has no control over and assumes no responsibility for, the content, policies, or practices of any third-party website. You acknowledge and agree that Cumbrella is not responsible for the availability of any such external sites, and does not endorse any advertising, products, or other materials on or available from such websites. By using the Services, you relieve Cumbrella from any and all liability arising from your use of any third-party websites.

ABILITY TO ACCEPT THESE TERMS OF USE

You affirm that you are more than 18 years of age and that you are fully capable and competent to enter into these Terms of Use. Individuals younger than 18 years of age are not permitted to use the Services and the Service are not intended for use by individuals younger than 18 years of age.

MISCELLANEOUS

Waiver. No waiver of a breach of any term of the Terms of Use by Cumbrella will be effective unless in writing and duly executed by Cumbrella. No such waiver will constitute a waiver of any subsequent breach of the same or any other term of the Terms of Use. No failure on the part of Cumbrella to exercise, and no delay in exercising, any of Cumbrella’s rights hereunder will operate as a waiver thereof, nor will any single or partial exercise by Cumbrella of any right preclude any other or future exercise thereof or the exercise of any other right. No course of dealing between the parties will be deemed effective to modify, amend, or discharge any part of the Terms of Use or the rights or obligations of any party hereunder.

Entire Agreement. Except for the Privacy Policy, the Terms of Use contain the entire understanding of the parties with respect to use of the Services and supersede any prior agreements or und­erstandings among the parties with respect to the subject matter hereof. There are no representa­tions, warranties, or obligations of any party not expressly contained herein.

No Third Party Beneficiaries; No Relationship. Except as otherwise expressly provided in the Terms of Use, there shall be no third-party beneficiaries to the Terms of Use. You agree that no agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by these Terms of Use

Assignment. You may not assign your rights under these Terms of Use, but Cumbrella may assign its rights in these Terms of Use without restriction.

Governing Law and Dispute Resolution. Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including the breach, termination or validity thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association (the “AAA”). The arbitration will take place in Coats, North Carolina. You and Cumbrella shall select jointly one arbitrator from a panel of arbitrators submitted to the Parties by AAA who have, to the fullest extent possible, experience with and knowledge of the relevant industry. If the Parties are unable to select jointly an arbitrator, the AAA shall appoint the arbitrator. The arbitrator shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. You and Cumbrella agree to arbitrate solely on an individual basis, and that the Terms of Use do not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.

Limitations. You and Cumbrella agree that any cause of action against cumbrella arising out of your use of or relating to the Services must be commenced within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Partial Invalidity. If any provision of the Terms of Use is held invalid or unenforceable by a competent authority, that provision will be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of the Terms of Use will not affect its other provisions and the Terms of Use will be construed in all respects as if the invalid or unenforceable provision were omitted.

Terms of Use Violations

Please report any violations of the Terms of Use to Cumbrella’s support staff immediately.