TERMS AND CONDITIONS OF SALE

The following are terms and conditions which govern your purchase of a limited license to use the Images (defined below) on this Site (defined below) from BIC (defined below). By submitting your order on this Site, you are agreeing to be bound by these terms and conditions and to comply with all applicable laws and regulations. If you do not agree to these terms and conditions, do not submit an order on this Site.

Definitions

"BIC" shall mean Brother International Corporation and their affiliates, subsidiaries and designees as deemed appropriate by Brother International Corporation.

"Images" shall mean the embroidery design files included on and downloaded from this Site.

"Site" shall mean the ibroidery.com website.

Limited License and Scope.

The Images are licensed, not sold, to you. You have a nonexclusive, nontransferable, limited license to the Images for your own personal use within the United States and not for republication, distribution, assignment, sublicenses, sale, preparation of derivative works or other commercial use all in accordance with BIC's download policy. The Images which may be downloaded from the Site are for personal, private use only. Any commercial or business use is strictly forbidden by copyright laws. You agree that you will not distribute or otherwise provide the Images to any third party. You further agree to keep confidential and use your best efforts to prevent and protect the Images from unauthorized disclosure or use, including, but not limited to taking necessary steps to prevent use of the Images by individuals not specifically licensed to use the Images under these terms and conditions. BIC reserves all rights, title and interest to the Images not expressly granted to you under these terms and conditions.

Term and Termination of Limited License.

The license set forth herein is effective until terminated (i) by your deletion of any Images downloaded by you or (ii) automatically if you fail to comply with these terms and conditions. In the event that the license is terminated, you agree to destroy (or permanently erase) all copies of the Images. BIC may terminate this license at any time by providing notice to you by fax, email or letter.

Restrictions.

You are not permitted to sell, rent, lease, lend or otherwise transfer the Images on a permanent or temporary basis without the written consent of BIC. You are not permitted to distribute items containing the Images for a commercial purpose. You are not permitted, nor can you allow any third party, to remove any proprietary notices, labels or trademarks on the Images. You may not sublicense the Images, or assign, delegate or otherwise transfer this license or any of the related rights or obligations for any reason. Any attempt to make any such sublicense, assignment, delegation or other transfer by you shall be void and shall void your rights to use the license granted by these terms and conditions.

Ownership and Copyright.

All title, ownership rights, and intellectual property rights in and to the Images and any copies thereof are vested in and shall remain in BIC and/or its suppliers. You agree that you neither own nor hereby acquire any claim or right of ownership to the Images or to any related patents, copyrights, trademarks or other intellectual property. The Images are protected by the copyright laws and other intellectual property laws of the United States and international treaties. You may not copy the Images, except to download the Images to your computer or flash drive in order to transfer the Images to your embroidery machine.

Licensee Indemnification.

You agree that you shall indemnify and hold BIC, and its officers, directors, employees, and suppliers (each a "BIC Indemnitee") harmless from any and all liabilities, losses, costs, damages and expenses, including, without limitation, reasonable attorneys' fees, that a BIC Indemnitee suffers or incurs in connection with any claim, action, demand, or other legal action brought by a third party arising from or relating to: (i) any breach by you of these terms and conditions; or (ii) any claims related to products created by you in connection with your use of the Images.

Errors on the Site

BIC attempts to be as accurate as possible on the Site. However, BIC does not warrant that Image descriptions or other content on the Site is accurate, complete, reliable, current and/or error-free. BIC reserves the right to revoke any stated offer, cancel any order and correct errors, inaccuracies or omissions on the Site at any time even after an order has been submitted and whether or not the order has been confirmed and/or your credit card charged. In the event that your credit card has already been charged and your order is cancelled, BIC will refund the amount of the charge to the original pay type.

Pricing Policy

Image prices and availability are subject to change without notice, in BIC's sole discretion.

Sales Tax Policy

Because BIC does business throughout the United States and collects and remits sales tax as required by law, the Site also collects and remits sales tax as appropriate. If you have tax-exempt status, please fax the supporting documentation (i.e. tax-exempt certificate, Direct Pay Permit or Reseller's Permit) toll-free to 1-800-947-1445. Be sure to reference your BIC confirmation number. The documentation MUST be received prior to the order being shipped. If you indicated that you have tax-exempt status in your order, BIC will not process your order until we receive proof of such status.

Paying for Your Order

You may pay for your orders with a major credit card issued in the United States of America, with billing address in United States. Currently, we accept Visa®, MasterCard®, American Express® and Discover® Card.

Credit cards are not charged until the Image has been downloaded at which time you will only be charged for the Image actually downloaded including any appropriate taxes.

Validating Your Order

After you place an order using the Site shopping cart, BIC will check the information you provide for validity, by verifying your method of payment and billing address. BIC also verifies the pricing and quantity of the Image requested. BIC reserves the right to decline any order submitted and/or limit the Image quantities purchased by you, without giving any reason. The quantity purchased of Images being offered with a rebate and/or discount may be limited by BIC in its sole discretion. If BIC declines your order, BIC will attempt to notify you using the e-mail address you provided during your registration on this Site.

Order Acceptance/Confirmation

Your receipt of an electronic or other form of order confirmation signifies BIC's acceptance of your order and confirmation that your payment has been received. BIC reserves the right at any time prior to confirmation of your order to accept or decline your order for any reason.

Return Policy

All sales made through the Site are non-refundable once the Image has been downloaded by you.

Campaigns/Promotions/Contests

BIC reserves the right to cancel, change or restructure any and/or all discounts, promotions, sales, contests, surveys, etc. at any time and for any reason.

Children

BIC does not sell products or services for purchase by children. If you are under 18 years of age, you may only use the Site with the involvement of a parent or guardian.

Disclaimer of Warranties

THE IMAGES ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. BIC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation on Liability

UNDER NO CIRCUMSTANCES SHALL BIC BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR USE OF THE IMAGES SOLD THROUGH THE SITE. THE FOREGOING LIMITATION SHALL APPLY IN ANY ACTION, WHETHER IN CONTRACT, TORT OR ANY OTHER CLAIM, EVEN IF AN AUTHORIZED REPRESENTATIVE OF BIC HAS BEEN ADVISED OF OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THIS LIMITATION ON LIABILITY SECTION SHALL APPLY TO ALL IMAGES. 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.

Miscellaneous

The terms herein shall be governed by and construed in accordance with the laws of the State of New Jersey, exclusive of its choice of law rules. In the event that any of the provisions herein are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that these terms and conditions shall otherwise remain in full force and effect.

Update of Site Content

BIC reserves the right in its sole discretion to edit or delete any documents, information or other content appearing on the Site, including these terms and conditions, without further notice to users of the Site.

Update of Terms and Conditions

BIC may from time to time revise these terms and conditions by updating this posting. Please visit this page periodically to review the current terms and conditions because they are binding on you. If any provision of these terms and conditions shall be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. Certain provisions of these terms and conditions may be superseded by expressly designated legal notices or terms located on particular pages on the Site.