read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully
before using “The Logos,” which are the Textile Exchange Standards logos, with
the copyright symbol and Textile Exchange name, as specified by Textile
Exchange (this includes but is not limited to the CCS, OCS 100, OCS Blended,
RCS 100, RCS Blended, GRS, RDS, RWS, RMS, or RAS logos and their variants).
Your access to and use of The Logos is conditioned upon your acceptance of and
compliance with these Terms. These Terms apply to all users and others who wish
to access or use The Logos.
accessing or using The Logos you agree to be bound by these Terms. If you
disagree with any part of the Terms then you do not have permission to access
The Logos. Textile Exchange is committed to safeguarding the personal data of
our employees, members and business associates and fully complies with the
rules set forth by the General Data Protection Regulation (GDPR).
license: We grant you a non-transferable, non-exclusive license to use The
Logos in your company’s advertising and websites solely in connection with the
general marketing of your commitments to Textile Exchange Standards and/or the
distribution of Textile Exchange Standards information, as outlined below.
license: The license granted by these Terms and Conditions shall start on the
date when you click the "I agree" button (the “Effective Date”), and
continue until terminated as provided below.
on license: You agree to comply with the following (including the information
above), which are the conditions of the license granted by this Agreement:
1. You may
only use The Logos and Standards’ names in strict conformity with the claims
categories of: Section A: General Marketing Claims and Section D: Informational
Statements claims as described in the Standards Claims Policy and with the
Standards Logo Use Specifications as provided by Textile Exchange.
Use of the
Logo(s) in any claims described in Section C: Assured Claims (e.g.
Product-Related Claims and Claims by Certified Organizations) of TE-301
Standards Claims Policy are NOT permitted in the terms of these Terms. Assured
Claims from Section C use a different set of Standards logos and use must be
approved by a licensed Certification Body (CB), wherein another logo licensing
agreement shall be signed.
acknowledge and agree that it is your responsibility to remain informed about,
and to immediately comply with, any changes Textile Exchange may make in these
documents and/or this agreement for use of The Logos that affect your use of
The Logos and other marketing material.
2. You may
not assign or otherwise transfer any of the rights or obligations under this
Agreement without the prior written consent of Textile Exchange. Any prohibited
assignment shall be null and void.
license granted by these Terms is non-sublicensable. Nothing in these Terms
grants you, or authorizes you to grant to any other person, firm or
corporation, any right to use The Logos in any way or by any means or manner.
between Textile Exchange and you, you acknowledge Textile Exchange’s exclusive
right, title, and interest in and to the trademark rights in The Logos. You
agree that you shall not acquire any right of any kind in The Logos as a result
of your use of it, and you agree that all such uses shall inure to the benefit
of Textile Exchange.
agree that you shall not, directly or indirectly, during the term of these
Terms or thereafter: (i) use The Logos in any manner likely to diminish its
commercial value; (ii) use any name, logo or icon likely to cause confusion
with The Logos; (iii) make any representation to the effect that The Logos is
owned by you rather than by Textile Exchange; (iv) challenge either the
validity or Textile Exchange’s ownership of any trademark rights which
incorporate The Logos; or (v) use, register or try to register any a)
trademark, domain name or any other words or phrases, or b) name of a company
or organization or c) The Logos, which are or may be considered as similar to
the trademarks, the Logos or the Textile Exchange name, or attempt to do anything
of the aforesaid.
between Textile Exchange and you, you acknowledge Textile Exchange’s exclusive
right, title and interest in and to the copyright in The Logos, and you agree
that you will not contest or assist another in contesting that copyright or
Textile Exchange’s ownership of it.
materials, if any, provided by Textile Exchange to you under these Terms, and
all proprietary rights in and to all such materials shall remain the sole and
exclusive property of Textile Exchange, subject only to the non-exclusive
rights granted to you under these Terms.
request, you shall provide Textile Exchange, without charge, samples of
materials which feature The Logos or the Textile Exchange name. Textile
Exchange shall have the right of approval over such items by giving written
notice to you, within thirty (30) days of receipt of the samples, of such
changes or corrections as Textile Exchange finds necessary. You shall make and
incorporate said changes or corrections.
Textile Exchange, in its sole discretion, determines that any Logos used or
distributed by you under these Terms are unsatisfactory to Textile Exchange,
either based on the quality of The Logos themselves or the depiction of The
Logos, then Textile Exchange shall notify you in writing through email. Upon
receipt of such notification, you shall have thirty (30) days to implement such
reasonable changes, as Textile Exchange shall suggest, ensuring that the
Logo(s) use is satisfactory to Textile Exchange.
Termination: Textile Exchange may, in its sole discretion, terminate these
Terms or modify your license to use The Logos and marketing material by
updating the terms and conditions on www.Textile Exchange.com or by notifying
you be email. Upon termination of these Terms, you shall immediately cease any
and all use of The Logos or any trademarks confusingly similar to The Logos.
Disclaimer and Warranties: Textile Exchange disclaims any and all warranties
that may be expressed, implied or statutory with respect to the logos or
otherwise, including without limitation any implied warranties against
infringement, title, merchantability or fitness for a particular purpose or
use, and against all claims and liabilities arising out of your use of the
Limitation of Liability: In no event shall Textile Exchange, nor its directors,
employees, partners, agents, suppliers, or affiliates, be liable for any
indirect, incidental, special, consequential or punitive damages, including
without limitation, loss of profits, data, use, goodwill, or other intangible
losses, which may arise out of or in connection with this agreement, whether
based on warranty, contract, tort (including negligence) or any other legal
theory, whether or not we have been informed of the possibility of such damage,
and even if a remedy set forth herein is found to have failed of its essential
Indemnity: You shall indemnify, defend and hold harmless Textile Exchange, its
affiliates, and their respective officers, directors, members, employees and
agents from and against any claims, actions, suits or proceedings, as well as
any and all claims and resulting losses, costs, liabilities, and expenses
(including reasonable attorney’s fees), arising as a result of or in connection
with (a) any misrepresentation or breach of your representations and warranties
set forth in this Agreement; and (b) any non-compliance by you with any
agreements or undertakings contained in or made pursuant to these Terms.
Governing law and disputes: These Terms shall be governed and construed in
accordance with the laws of Texas, United States, without regard to its
conflict of law provisions.
failure to enforce any right or provision of these Terms will not be considered
a waiver of those rights. If any provision of these Terms is held to be invalid
or unenforceable by a court, the remaining provisions of these Terms will
remain in effect. These Terms constitute the entire agreement between us
regarding The Logos, and supersede and replace any prior agreements we might
have had between us regarding The Logos.