TERMS AND CONDITIONS
Tzelan International LLC (“Tzelan”) provides this website and the Shops online (together, the “Tzelan Website”) in support of its mission to design unique objects, furniture and furnishings, for sale to interior designers and, on occasion, to the public via its online store. While situate in New York, New York, Tzelan does not sell to the public from its showroom at 121 Varick Street. By accessing the Tzelan Website, you accept without limitation or qualification these terms and conditions (the “Terms and Conditions”). Tzelan may revise these terms and conditions at any time, which revisions shall bind you. If you do not wish to be bound by these terms and conditions, please exit the Tzelan Website now and refrain from further use.
PROTECTION OF PRIVACY
The names, titles, trademarks, service marks, and logos that appear on the Tzelan Website are registered and unregistered marks of Tzelan. You may not use the Tzelan Trademarks without Tzelan’s prior, written permission. The trademarks of third parties may also appear on the Tzelan Website from time to time; you may not use these trademarks without prior, written permission of their respective owners. You acknowledge and agree that nothing on the Tzelan Website grants, expressly or implicitly, by estoppel or otherwise, any right or license to use any of the Tzelan Trademarks or may be construed to mean that Tzelan has authority to grant any right or license on behalf of any third party trademark owner.
ALL CONTENT IS PROTECTED BY COPYRIGHT LAWS
Images, text, software, documentation, electronic text and image files, audio and video files and clips, and other materials on the Tzelan Website are protected by copyright laws and may be covered by other restrictions as well. Tzelan retains all rights it may hold, including copyright, in data, image, text, and any other information contained in these files. Copyrights and other proprietary rights in the material on this website may also subsist in individuals and entities other than, and in addition to, Tzelan. Tzelan expressly prohibits the copying of any protected materials on this website, except for the purposes of fair use as defined in the copyright laws, and as described below.
COMMERCIAL USE IS RESTRICTED
Unauthorized publication or exploitation of Tzelan’s files is specifically prohibited. Anyone wishing to use any of these files or images for commercial use, publication, or any purpose other than fair use as defined by law, must request and receive prior permission.
RESERVATION OF RIGHTS
All rights not expressly granted by Tzelan herein are specifically and completely reserved. Nothing on the Tzelan Website or in these Terms and Conditions grants, expressly or implicitly, by estoppel or otherwise, any right or license to use any content or property of any third party, or may be construed to mean that Tzelan has authority to grant any right or license on behalf of any third party.
Tzelan at times may provide unrestricted forums on the Tzelan Website for the exchange of ideas and information by participants. Tzelan does not edit or control the information, materials, or modifications posted to, or distributed through, the forums. By posting or distributing information, materials, or modifications through the forums, you expressly abandon any proprietary rights you may have therein, and you agree that such information, materials, or modifications may be freely used, copied, and distributed by others, without your permission, in any medium throughout the world. To the extent you wish to post or distribute information, materials, or modifications to the Tzelan Website that you do not own, Tzelan requires you to obtain any necessary permissions from the third party owners before doing so. You acknowledge and agree that you will not upload, distribute, or otherwise post any information, materials, or modifications to the Tzelan Website that is libelous, defamatory, threatening, abusive, unlawful or that encourages a criminal offense; contains any viruses or other code, file, or program that is designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; infringes the copyright or other proprietary rights of any third party; or contains any advertising, promotional, or solicitation material.
DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE
Tzelan respects the intellectual property of others, and we ask users of the Tzelan Website to do the same. Tzelan may, in appropriate circumstances and at its discretion, take reasonable steps to disable and/or terminate access to the Tzelan Website of users who may be repeat infringers of copyright. If you believe material posted on or linked to or from the Tzelan website constitutes copyright infringement, please provide a written, signed notice of infringement (a “DMCA Notice”) to the designated agent at Tzelan, by fax or mail, at the address provided below. Such DMCA Notice should be in the form suggested by the United States Digital Millennium Copyright Act and should include the following information: i) identification of the copyrighted work(s) that you claim to have been infringed (for example: title, author, registration number, URL), ii) a description of where the material claimed to be infringed is located on the Tzelan Website (for example a link to the page that contains the material), iii) information reasonably sufficient to permit Tzelan to contact you, such as an address, telephone number, and email address, iv) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, v) a statement, made under penalty of perjury, that the information in the notification is accurate and that you are the owner or authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, and vi) an electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
Tzelan provides the above contact information for DMCA notices only and reserves the right to respond only to correspondence that is relevant to DMCA compliance. Please note: The DMCA provides that you may be liable for damages (including costs and attorney’s fees) if you make a false or bad faith allegation of copyright infringement by using this process. If you are not sure what your rights are or whether a copyright has been infringed, you should check with a legal advisor first.
Any communication or material you post, transmit, or distribute to the Tzelan Website by electronic mail or otherwise, including any data or other content, questions, comments, suggestions, or the like, is and will be treated as, nonconfidential and nonproprietary. Anything you transmit or post may be used by Tzelan or its affiliates for any purpose, including but not limited to, reproduction, disclosure (to law enforcement entities or others), transmission, publication, broadcast, and posting. Furthermore, Tzelan is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to the Tzelan Website for any purpose whatsoever including but not limited to, developing, manufacturing, and marketing products using such information
WARRANTY AND INDEMNIFICATION
By using the Tzelan Website in any manner, you represent and warrant that your use will be consistent with these Terms and Conditions, including Fair Use. You agree to indemnify, defend, and hold Tzelan, its directors, officers, employees, and agents harmless from all claims, causes, costs, expenses, fees (including reasonable attorney fees), judgments, liabilities, losses, and damages arising from or relating to your use of the Tzelan Website.
DISCLAIMER OF WARRANTIES
TZELAN PROVIDES THE SITE ON AN “AS IS” BASIS. YOUR USE OF THE SITE, CONTENT, AND COMPILATION IS AT YOUR OWN RISK. TZELAN DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COPYRIGHT OWNERSHIP AND/OR NONINFRINGEMENT OF COPYRIGHTS OR OTHER THIRD PARTY PROPRIETARY RIGHTS. TZELAN DOES NOT WARRANT THAT THE SITE WILL PROVIDE CONTINUOUS, PROMPT, SECURE, OR ERROR-FREE SERVICE. TZELAN MAKES REASONABLE, ONGOING EFFORTS TO REVISE AND UPDATE THE SITE, BUT ASSUMES NO LIABILITY FOR ANY ERRORS OR OMISSIONS, INCLUDING THE INACCURACY OF CONTENT, OR FOR ANY DAMAGES OR LOSSES THAT YOU OR ANY THIRD PARTY MAY INCUR AS A RESULT OF THE UNAVAILABILITY OF THE SITE. TZELAN ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ARISING FROM YOUR USE OF THETZELAN WEBSITE, INCLUDING BUT NOT LIMITED TO THE REPRODUCTION OF THE CONTENT OR COMPILATION.
LIMITATION OF LIABILITY
NEITHER TZELAN, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, COMPENSATORY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATED TO YOUR USE OF THE SITE, CONTENT, AND/OR COMPILATION.
SEVERANCE AND WAIVER
You acknowledge and agree that in the event any provision of these Terms and Conditions shall be held by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, in any respect, the validity, legality, and/or enforceability of the remaining terms and conditions contained herein shall not in any way be affected or impaired thereby. In such event, the parties agree that such invalid term(s) or condition(s) shall be validly reformed by the court to as near approximate the intent of the parties as reflected in the provision, and if unreformable, shall be severed and deleted from these Terms and Conditions. Tzelan’s failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision unless agreed to in writing by Tzelan.
VENUE AND CHOICE OF LAW
These Terms and Conditions and any counterparts, amendments, or revisions thereto shall be governed and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. Any case, controversy, suit, action, or proceeding arising out of, in connection with, or related to this Agreement shall be brought in a Federal or State court located in New York County and the State of New York, and the parties hereby waive any objection that they may have to personal jurisdiction in these courts.
These Terms and Conditions are the complete statement of the agreement of the parties with respect to the subject hereof and supersede all prior agreements and understandings between the parties hereto with respect to the subject hereof. In order to be binding, any amendment or modification of this Agreement must be effected by an instrument in writing signed by the parties.
As a service, Tzelan offers visitors to the Tzelan Website the opportunity to subscribe to one or more of our online newsletters. If you choose to subscribe, you will receive Tzelan E-Communications on the topics you choose. You may subscribe or unsubscribe at any time by following the E-Communications instructions.
USE OF OUTSIDE VENDORS
in any way not expressly authorized by Tzelan.
Various items on our website have a manufacturer’s warranty. The manufacturer is responsible for all warranty coverage, repair, servicing and defects. To obtain a written warranty for any of these items, send a specific written request to our Customer Service Department. For any item that does not have a manufacturer warranty where appropriate we reserve the right to repair or replace your furniture as deemed necessary and solely at our discretion.