1. Acceptance of Terms and Conditions
These Terms and Conditions may be revised at any time for any reason, without notice or obligation, by updating this posting. By accessing, browsing or using the Site following the posting of changes to these Terms and Conditions, you accept such changes. You agree to use the Site in a manner consistent with any and all applicable rules, laws and regulations. Any use of the Site in a manner inconsistent with these Terms and Conditions is deemed unauthorized access and may subject the user to civil or criminal penalties. We strongly recommend that you periodically visit this page of the Site to review these Terms and Conditions. These Terms and Conditions are effective as of July 23, 2012.
2. Site Content
The Site and all material on the Site or contained therein (the "Content”), including, without limitation, all text, graphics, and other works on the Site, the Site’s design and coding, all computer programs used and licensed in connection with the Site, the look and feel of the Site, and all data and reports generated by the Site are owned by Charles & Colvard, Ltd. ("Charles & Colvard,” "we” or "our”) or a third party. These materials are protected under copyright, trademark and other laws. You may not copy, download, transmit, modify, distribute or republish the Site or any portion of the Site, including without limitation any of the Content displayed on the Site, without the prior written consent of Charles & Colvard. You may not sell, publicly display, create derivative works of, reverse engineer, assign, sub-license, transfer or otherwise exploit the Site or any Content. Use of any Content on the Site is prohibited without the prior written permission of Charles & Colvard. As long as you comply with these Terms and Conditions, Charles & Colvard grants you a personal, non-exclusive, non-transferable, limited privilege to access and make personal use of this Site.
3. Forward-Looking Statements
Statements included on the Site and the documents available through the Site may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements expressing expectations regarding our future and projections relating to products, sales, revenues, and earnings are typical of such statements and are made under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations, and contentions and are not historical facts and typically are identified by use of terms such as "may,” "will,” "should,” "could,” "expect,” "plan,” "anticipate,” "believe,” "estimate,” "predict,” "continue,” and similar words, although some forward-looking statements are expressed differently.
All forward-looking statements are subject to the risks and uncertainties inherent in predicting the future. You should be aware that although the forward-looking statements included on this Site represent management’s current judgment and expectations, our actual results may differ materially from those projected, stated, or implied in these forward-looking statements as a result of many factors including, but not limited to, our dependence on consumer acceptance and growth of sales of our products resulting from our strategic initiatives; dependence on a limited number of customers; our current wholesale customers’ potential perception of us as a competitor in the finished jewelry business; general economic and market conditions, including the current economic environment; dependence on Cree, Inc. as the current supplier of the raw material; intense competition in the worldwide jewelry industry; the financial condition of our major customers; risks of conducting business in foreign countries; the pricing of precious metals, which is beyond our control; the potential impact of seasonality on our business; our ability to protect our intellectual property; the risk of a failure of our information technology infrastructure to protect confidential information and prevent security breaches; and possible adverse effects of governmental regulation and oversight, in addition to the other risks and uncertainties described in our filings with the Securities and Exchange Commission (the "SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and subsequent reports filed with the SEC. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur except as required by the federal securities laws, and you are urged to review and consider disclosures that we make in the reports that we file with the SEC that discuss other factors relevant to our business.
4. Legal Requirements
5. Your Use of the Site
You are solely responsible for all messages, data, information and other materials (the "Messages”) that you upload, post, e-mail, or otherwise transmit ("Transmit”) to the Site.
You agree that you will not: (a) use the Site in any unlawful manner or Transmit any Message that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy or racially, ethnically or otherwise objectionable; (b) use the Site to harm minors in any way; (c) Transmit any Messages: (i) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringe any patent, copyright, trademark or other intellectual property right or misappropriate any trade secret of any third party; (iii) that constitute unsolicited or unauthorized advertising or promotional materials, "spam,” "chain letters,” or pyramid schemes; or (iv) that contain any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data; (d) forge headers or otherwise manipulate identifiers in order to disguise any messages transmitted through the Site; (e) interfere with the Site or servers or networks connected to the Site; (f) interfere with the ability of others to use the Site; (g) reproduce, sell, resell, sub-license, distribute or exploit for any commercial purposes, any portion of the Site, the Content or any Messages contained therein; (h) conduct your business on the Site or any websites, with respect to Charles & Colvard, in a way that is unfair, unlawful, or constitutes a deceptive business practice; (i) otherwise use the Site in violation of any law or contract; (j) use any robot, spider, or other automatic device to monitor or copy portions of the Site or Content contained in the Site without Charles & Colvard’s prior written permission; (k) download, reproduce, duplicate, copy or otherwise exploit any portion of the Site for the purpose of sale, resale or making other commercial use thereof; (l) include in any thirty party website any hypertext link to any page or location within the Site without Charles & Colvard’s prior written permission; or (m) display the Site or any portion thereof in frames without Charles & Colvard’s prior written permission.
You acknowledge and agree that Charles & Colvard may disclose or use any Messages that you Transmit for the purposes of: (a) enforcing these Terms and Conditions; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any Messages violate the rights of third parties; or (d) protecting the rights or property of Charles & Colvard, its customers or the public. With respect to Messages that you Transmit to public areas of the Site, you grant Charles & Colvard a perpetual, worldwide, royalty-free, nonexclusive license to reproduce, display, publish, modify, distribute and create derivative works of such Messages.
6. Linked Sites
Charles & Colvard has not reviewed all of the websites linked to the Site and is not responsible for the content of any third-party pages or any other websites linked to the Site. Nothing in the Site, including, without limitation, any links to other websites, should be construed as an endorsement of any products, services or information of any other persons or companies by Charles & Colvard. Your choice to link to any other website is at your own risk, and you agree to comply with all terms and conditions relating to such websites. Charles & Colvard reserves the right not to link, or to remove the link, to a particular website at any time. Any links to third-party websites are provided as a convenience to you and are neither owned nor operated by Charles & Colvard. Charles & Colvard has no control over these linked websites and makes no representations or warranties with respect to these linked websites. Your viewing and use of any third-party websites is at your sole discretion and risk.
7. Special Admonitions for International Use
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Messages. You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
You agree to hold harmless and indemnify Charles & Colvard, its subsidiaries and affiliates, business partners, contractors, clients and service providers, and their respective officers, employees, agents and representatives from and against any claims, liabilities, costs or damages, including reasonable attorneys’ fees and paralegal fees through final appeals, made by any third party, relating to or arising from your use of the Site, any Messages that you Transmit to or through the Site, any violation of these Terms and Conditions by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Site.
9. Charles & Colvard Trademarks
All product and service names appearing in a typeface different from that of the surrounding text or with a trademark symbol, including Charles & Colvard®, Charles & Colvard Created Moissanite®, Forever Brilliant®, and Lulu Avenue®, are registered and unregistered trademarks and service marks owned by Charles & Colvard or its subsidiaries or affiliates or a third party. These trademarks and all other trademarks, service marks, logos and company names (each a "Mark”) used in the Site are the property of Charles & Colvard or third parties and shall remain the property of Charles & Colvard and such third parties. Nothing contained in the Site shall be construed as granting, by implication or otherwise, any license or right to use any Mark displayed on the Site without the prior written permission of Charles & Colvard or such third party that may own the Mark displayed on the Site. Your misuse of any Mark displayed on the Site, or any other content on the Site, is strictly prohibited.
You acknowledge and agree that Charles & Colvard may terminate your use of the Site for any reason, including, without limitation, your violation of these Terms and Conditions. You agree that Charles & Colvard may terminate your access to and use of the Site without prior notice and without any liability to you or any third party. You acknowledge and agree that Charles & Colvard may modify, limit, suspend or discontinue the Site or any part of the Site at any time, without notice or liability to you. Charles & Colvard may also, from time to time, establish general rules and policies regarding use of the Site. Charles & Colvard will post such rules and policies on the Site, and you agree that your compliance with such rules and policies shall be a condition of your use or continued use of the Site. Charles & Colvard shall have no liability or responsibility with respect to any lost data or Messages such as the deletion of or failure to store messages, communications or other Messages transmitted by you.
11. Disclaimers and Limitation of Liability
CHARLES & COLVARD IS PROVIDING THE SITE AND THE CONTENT ON AN "AS-IS,” "AS-AVAILABLE” BASIS. CHARLES & COLVARD DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND TO THE EXTENT THAT THEY MAY BE EXCLUDED BY LAW, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, CHARLES & COLVARD DOES NOT REPRESENT OR WARRANT THAT THE CONTENT IS ACCURATE, COMPLETE OR CURRENT OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. CHARLES & COLVARD DOES NOT WARRANT THAT THE SITE WILL OPERATE IN AN UNINTERRUPTED, SECURE OR ERROR-FREE MANNER. THE CONTENT IS FOR YOUR GENERAL USE ONLY AND SHOULD NOT BE RELIED ON IN MAKING ANY SPECIFIC FINANCIAL, LEGAL OR OTHER DECISIONS.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SITE IS AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE DONE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITY.
IN NO EVENT SHALL CHARLES & COLVARD OR THIRD PARTIES WHO CONTRIBUTE TO THE SITE BE LIABLE, WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY OR CLAIMS OF THIRD PARTIES. IF YOU LIVE IN A JURISDICTION WHOSE LAWS PREVENT YOU FROM TAKING FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE IN ACCORDANCE WITH THESE TERMS AND CONDITIONS, CHARLES & COLVARD’S LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY THE LAW OF THAT JURISDICTION.
12. Governing Law and Jurisdiction
Charles & Colvard maintains the Site from its offices in Morrisville, North Carolina, U.S.A. These Terms and Conditions and the transactions they contemplate, including without limitation their interpretation, construction, performance and enforcement shall be governed by the laws of the State of North Carolina, U.S.A. without reference to conflict or choice of law provisions, as applicable to contracts made and performed entirely within such State. The International Convention on the Sales of Goods, and other international treaties that are not mandatory with respect to contracts made and performed entirely in North Carolina, shall not apply. The exclusive forums for the resolution of any dispute relating to these Terms and Conditions shall be the state and federal courts in Wake County, North Carolina, U.S.A., and you agree to personal jurisdiction of such courts over you with regard to any dispute relating to these Terms and Conditions and agree to service of process on you by e-mail to the address you have submitted on the Site, if any, and by any other means permitted by law.
All notices, demands, or consents given from you under this Agreement will be in writing and will be deemed given when delivered to Charles & Colvard at the following contact:
Charles & Colvard, Ltd.
170 Southport Drive
Morrisville, North Carolina 27560
Please report any violations of these Terms and Conditions to Charles & Colvard at the contact listed above.
You may not assign, sublicense or otherwise transfer any of your rights under these Terms and Conditions. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Headings in these Terms and Conditions are for convenience only and shall have no legal meaning or effect. No action arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose. These Terms and Conditions, and not the conduct between us or any trade practice, shall control the interpretation of these Terms and Conditions between the parties respecting the Site. Charles & Colvard’s failure to enforce a particular provision of these Terms and Conditions does not mean that Charles & Colvard waives the right to enforce it in the future; Charles & Colvard shall waive such a right only in writing.
15. Procedure for Making Claims of Copyright Infringement
If you believe that your work has been copied in the Content in a way that constitutes copyright infringement, please provide Charles & Colvard’s copyright agent the written information specified below.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site;
- Your address, telephone number and email address;
- 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
- A statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.
Charles & Colvard’s copyright agent for notice of claims of copyright infringement on the Site can be reached as follows:
Charles & Colvard, Ltd.
170 Southport Drive
Morrisville, North Carolina 27560
Phone: 919-468-0399 ext 305