| MICHAEL KORS RETAIL DEVELOPMENT CONFIDENTIALITY POLICY
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. MICHAEL KORS MAY MODIFY THESE TERMS AND CONDITIONS AT ANY TIME.
2. CONFIDENTIAL AND PROPRIETARY INFORMATION
- Michael Kors and its affiliates (MK) provide this website to you for business purposes only. Business purposes means analyzing the MK wholesale business, including but not limited to sharing information amongst MK retail field teams, sharing visual directives, and reviewing on-orders. You do not have permission to use information from the site for any other purposes. By using this website you accept all terms of the Michael Kors Retail Development Confidentiality Policy (the Policy).
- The content of this website site is highly confidential and access to the website is restricted to Authorized Users only. An Authorized User is any individual who has signed the Michael Kors Retail Development Website Confidentiality Agreement and has been issued an account and password by MK. Each Authorized User will have an individual account and password. Your individual account and password may not be shared. If an additional person requires access to the website, you must email the website coordinator at MK to request a new account and password.
- It is the responsibility of all Authorized Users to protect against unauthorized or inappropriate access to the website and disclosure of confidential or proprietary information. As an Authorized User you must take all reasonable precautions to protect the information contained on this website. You may not disclose or use for any purpose, other than the business purposes described above, any information acquired from this website.
3. YOUR OBLIGATIONS AND CONDUCT
- In the course of your use of this website, you may acquire or have access to confidential or proprietary information about MK and/or its clients and/or customers, including but not limited to trade secrets, methods, models, passwords, access to computer files, financial information and records, computer software programs, agreements and/or contracts between MK and its clients and/or customers, MKs client lists, MKs client contacts, MKs editorial, marketing, merchandising and/or creative policies, practices, concepts, strategies, and methods of operations, financial or business projections, and information about or received from clients and other companies with which MK does business.
- Confidential information means all information contained in the site that: (a) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. You must hold confidential and proprietary information in strict confidence.
- If you make improper use of any of MKs confidential or proprietary information, your rights to use this website as an Authorized User will be terminated and MK reserves the right to pursue all remedies available at law and equity.
4. TRADEMARK RIGHTS
- All Authorized Users have permission to access and print materials from the website for business purposes only. All printed materials are the property of MK. Printed materials may not be shared. All printed materials must be returned to MK or destroyed if you are terminated as an Authorized User.
- Some Authorized Users have permission to post documents and other content on the website. By posting to the website, you certify that all the information contained in your post is true and accurate to the best of your knowledge. All posted documents and content are the sole property of MK.
5. DISCLAIMERS, LIMITATION OF LIABILITY AND INDEMNITY
- "MK Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations MK uses in connection with its products, including but not limited to MICHAEL KORS, KORS/ MICHAEL KORS, and MICHAEL/ MICHAEL KORS. Except as expressly authorized by MK, you agree not to reproduce or use MK Trademarks and other MK intellectual property.
- Nothing in these terms shall be construed as conferring any license to MK Trademarks or other MK intellectual property rights.
- The information contained in the website is provided on an as is as available with all faults basis. MK makes no representations, warranties, conditions or guarantees as to the usefulness, quality, suitability, truth, accuracy, or completeness of the website.
- MK may change, move or delete portions of, or may add to this website from time to time.
- MK makes no representations, warranties, conditions or guarantees that your use of the website will be uninterrupted, timely, secure, or error-free. You assume all risk for any damage to your computer system or loss of data that results from obtaining any content from the website, including any damages resulting from computer viruses.
- You agree to indemnify and hold MK and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, other partners, employees and representatives harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of your violation of the terms of this Policy or the Michael Kors Retail Development Website Confidentiality Agreement, or your violation of any rights of another.
- To the full extent permitted by law, MK is not liable for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including, without limitation, loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage) arising out of or in connection with the website, even if MK has previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence), including without limitation damages due to: (a) the use of or the inability to use the website; (b) statements or conduct of any third party on the website, including without limitation unauthorized access to or alteration of transmissions or data, malicious or criminal behavior, or false or fraudulent transactions; or (c) content or information you may download, use, modify or distribute. To the extent that any jurisdiction does not allow the exclusion or limitation of direct, incidental or consequential damages, portions of the above limitation or exclusion may not apply.
- The terms of this Policy and all rights and obligations of the parties thereto, including its enforcement, shall be interpreted and governed by the laws of the State of New York. You submit to personal and subject matter jurisdiction in the state of New York and the City of New York.
- The failure of MK to enforce, or the delay by MK in enforcing, any of its rights hereunder shall not be deemed a continuing waiver or a modification hereof, and MK may, within the time provided by applicable law, commence appropriate legal proceedings to enforce any and all of such rights. All rights and remedies provided for herein shall be cumulative and in addition to any other rights or remedies any such party may have at law or in equity.
- The headings of paragraphs set forth in this Policy are for convenience of reference only and shall not be considered part of this Policy in any respect, nor shall they in any way affect the meaning or interpretation of any provisions contained in this Policy. Any ambiguity in this Policy shall not be construed against the party who prepared this Policy.