Effective February 1, 2015
PLEASE READ THE TERMS CAREFULLY. YOUR ACCESS TO OR USE OF THE WEBSITE CONSTITUTES YOUR ACCEPTANCE OF ALL THE PROVISIONS OF THESE TERMS. IF YOU ARE UNWILLING TO BE BOUND BY THE TERMS, DO NOT ACCESS OR USE THE WEBSITE.
1. Your relationship with onduvilla-usa.com
Your use of the products, software, services and websites (referred to collectively as the “Services” in this document) is subject to the terms of a legally binding agreement between you and Onduline North America, Inc. (“Company”), a Delaware corporation with its headquarters at 4900 Ondura Drive, Fredericksburg, Virginia 22407. This document explains how that agreement is made up, and sets out the terms of such agreement. It is important that you take the time to read the Terms carefully.
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 Your use of the Services constitutes acceptance of the Terms.
2.3 You may not use the Services if (a) you are not of legal age to form a binding contract with Company, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
3. Provision of the Services by Company
3.1 Company is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Company provides may change from time to time without prior notice to you.
3.2 As part of this continuing innovation, you acknowledge and agree that Company may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at any time and for any reason, or no reason, at Company’s sole discretion, without prior notice to you.
3.3 The Services are controlled and operated by Company from its offices within the United States. Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use this website from other jurisdictions are responsible for compliance with local law, if and to the extent local laws are applicable.
3.4 You acknowledge and agree that while Company may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Company at any time, at Company’s discretion.
4. Use of the Services by you
4.1 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
4.2 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Company, unless you have been specifically allowed to do so in a separate agreement with Company. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
4.3 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). 4.4 You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
4.5 You agree that you are solely responsible for (and that Company has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Company may suffer) of any such breach.
5. Privacy and your personal information
6. Content in the Services
6.1 You understand that all information (such as data files, written text, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
6.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Company (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Company or by the owners of that Content, in a separate written agreement.
6.3 Company reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.
6.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
6.5 You agree that you are solely responsible for (and that Company has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Company may suffer) by doing so.
7. Proprietary rights
7.1 You acknowledge and agree that Company (or Company’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
7.2 Nothing in the Terms gives you a right to use any of Company’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
7.3 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
7.4 You agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
8. License from Company
8.1 Company gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Company as part of the Services as provided to you by Company (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Company, in the manner permitted by the Terms.
8.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Company, in writing.
8.3 Unless Company has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE EXPRESS TERMS OF THE APPLICABLE LICENSE AGREEMENT. EXCEPT AS EXPRESSLY WARRANTED IN THE APPLICABLE LICENSE AGREEMENT, COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
9. Ending your relationship with Company
9.1 The Terms will continue to apply until terminated by either you or Company as set out below.
9.2 You may terminate your legal agreement with Company by ending your use of the Services.
9.3 Company may at any time, terminate its legal agreement with you if: (A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (B) Company is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (C) the partner with whom Company offered the Services to you has terminated its relationship with Company or ceased to offer the Services to you; or (D) Company is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or (E) the provision of the Services to you by Company is, in Company’s opinion, no longer commercially viable.
9.4 Nothing in this Section shall affect Company’s rights regarding provision of Services under Section 3 of the Terms.
9.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Company have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 15.10 shall continue to apply to such rights, obligations and liabilities indefinitely.
10. EXCLUSION OF WARRANTIES
10.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT COMPANY’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
10.3 IN PARTICULAR, COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
10.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
10.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
10.6 COMPANY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
11. LIMITATION OF LIABILITY
11.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 10.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY, ITS SUBSIDIARIES AND AFFILIATES, ITS LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS (COLLECTIVELY, THE “COMPANY PARTIES”) SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH COMPANY MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); OR
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES.
11.2 THE LIMITATIONS ON COMPANY’S LIABILITY TO YOU IN PARAGRAPH 11.1 ABOVE SHALL APPLY WHETHER OR NOT COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
12. Copyright and trade mark policies
12.1 It is Company’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, Title 17 of the United States Code 512(c)(2), the Digital Millennium Copyright Act).
13. Third party content
13.1 The Services may include hyperlinks to other web sites or content or resources. Company may have no control over any web sites or resources which are provided by companies or persons other than Company.
13.2 You acknowledge and agree that Company is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
13.3 You acknowledge and agree that Company is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
14. Changes to the Terms
14.1 Company may make changes to the Terms from time to time. When changes are made, Company will post the current Terms here.
14.2 The effective date of these Terms is stated at the top of this page.
14.3 You understand and agree that if you use the Services after the date on which the Terms have changed, Company will treat your use as acceptance of the updated Terms. If at any point you do not agree to these Terms or any changes or updates, your only remedy is not to use the website or Services.
15. General legal terms
15.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
15.2 The Terms constitute the whole legal agreement between you and Company and govern your use of the Services (but excluding any services which Company may provide to you under a separate written agreement), and completely replace any prior agreements between you and Company in relation to the Services.
15.3 You agree that Company may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
15.4 You agree that if Company does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Company has the benefit of under any applicable law), this will not be taken to be a formal waiver of Company’s rights and that those rights or remedies will still be available to Company.
15.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
15.6 You acknowledge and agree that each member of the group of companies of which Company is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
15.7 Company may assign these Terms, in whole or in part, at any time.
15.8 Company’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Company's right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Company with respect to such use.
15.9 You agree to indemnify and hold the Company, its officers, directors, and employees harmless from and against any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third-party due to or arising out of your use of or conduct on the website, or any violation by you of these Terms.
15.10 THE TERMS, AND YOUR RELATIONSHIP WITH COMPANY UNDER THE TERMS OR WEBSITE, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF VIRGINIA WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS. YOU AND COMPANY AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED WITHIN THE STATE OF VIRGINIA TO RESOLVE ANY LEGAL MATTER ARISING FROM THE TERMS.
Notwithstanding this, you agree that Company shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. If you are accessing website or using the Services from outside of the United States, then certain provisions of local laws may be required to apply, and in such an event such laws shall affect these Terms only to the extent required by such jurisdiction and these Terms shall be interpreted to give maximum effect to the terms and conditions hereof. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed.