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Terms of use

   

HEDSTORE.COM TERMS OF USE

 

The HEDStore.com website (the “Site”) is a service of HED LLC, a Delaware limited liability company (“HED,” “us” or “we”). These HEDStore.com Terms of Use and any additional terms or conditions that we post on the Site from time-to-time (“Terms of Use”) set forth the terms and conditions under which you may enter and use the Site and any services available on the Site, including the ability to purchase products and to post product reviews. 


Please read the Terms of Use carefully. By entering or using the Site and/or registering with the Site, you (a) agree to the Terms of Use, and (b) if you are acting on behalf of a business entity, represent and warrant that you have the capacity to bind such business entity to the Terms of Use. For purposes of the Terms of Use, the words “you” and “your” shall refer to both the individual accessing the Site and, if applicable, the business entity that individual represents. If you do not agree to the Terms of Use (without modification), you are not authorized to view or use the Site.


HED reserves the right to modify or change the Terms of Use at any time without prior notice to you. Such modification or change shall be effective upon posting on the Site. If HED revises the Terms of Use, it will also revise the “Last Updated” date at the top of this page. The most current version of the Terms of Use can be reviewed by clicking on the "Terms of Use” hypertext link located at the bottom of the web pages on the Site. Your continued entry to and/or use of the Site after HED posts any revised Terms of Use constitutes your agreement to any such revised Terms of Use.

 

PLEASE NOTE THAT, NOTWITHSTANDING ANYTHING CONTAINED IN THE TERMS OF USE OR ON THE SITE TO THE CONTRARY, THE SITE IS PROVIDED WITHOUT ANY WARRANTIES AND SUBJECT TO LIMITATIONS ON HED’S LIABILITY. THESE TERMS ARE CONTAINED IN SECTIONS 6 AND 7 BELOW.

 

1.                   General Use and Restrictions.

 

1.1.             Use of Site.  Conditioned upon, and subject to, your strict compliance with the Terms of Use, HED grants you a personal, non-exclusive, non-transferable, limited license to enter and use the Site for purposes of searching and viewing information about the inventory of products posted on the Site, obtaining quotes regarding the cost to purchase such inventory, purchasing such inventory, submitting product reviews, and for other purposes expressly permitted by HED in writing on the Site. You agree not to enter or use the Site for any purpose that is prohibited by the Terms of Use or is otherwise unlawful. You further agree to comply with all applicable and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of the Site. HED may, in its sole discretion, terminate or suspend your entry to, and/or use of, the Site, or any portion thereof, at any time, with or without notice and for any reason (or no reason), and you agree that (a) if your authorization to enter the Site is terminated, you will not thereafter enter, or attempt to enter, the Site, directly or indirectly, and (b) if your authorization to enter the Site is suspended, you will not thereafter enter, or attempt to enter, the Site, directly or indirectly, until your suspension is removed and HED gives you express notice thereof.

 

1.2.             Information Provided.  If you provide any information to us, you agree to provide only true, accurate, current and complete information. 

 

1.3.             Use of Content.  You may print or copy any information displayed or transmitted on the Site (collectively, “Content”) that you are authorized to access, solely for informational and non-commercial, personal use; provided that you (a) do not remove any title, trademark, copyright and/or restricted rights notices contained on such Content, and (b) strictly comply with the provisions of the Terms of Use including, without limitation, Section 1.4 below. 

 

1.4.             Restrictions.  Except as provided in Section 1.3 above, you may not (and you agree that you will not) reproduce, alter, modify, create derivative works, or publicly display any Content without first receiving HED’s express written permission. You further agree not to, without first obtaining HED’s express written permission, (a) use any of its trademarks as metatags on other web sites, (b) use the Site in any manner that is illegal or impairs the operation of the Site or its availability or usage by others, and/or (c) display any part of the Site in frames (or any Content via in-line links). You further agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Site, and not to insert any code or product or manipulate the Site in any way that affects the user’s experience including, without limitation, taking any action that imposes, or may impose, an unreasonable or disproportionately large load on the Site. You further agree not to use any data mining, web crawlers, robots, cancelbots, spiders, Trojan horses, or any data gathering or extraction method in connection with your use of the Site except for customary search engines used in accordance with automated instructions directed to search engines and available on the Site.

 

2.                   Accounts.

 

2.1.             General.  Portions of the Site available to the general public and to Registered Users, as defined below in Section 2.2, may vary. Whether you are a member of the general public or a Registered User, you do not have access to all portions of the Site. You agree not to access or attempt to access portions of the Site that we have not made available to you.

 

2.2.             Account and Password.  If we issue an account to use the Site to you (an “Account”), we will also issue a username and/or password for such Account to you (each user of the Site that is issued an Account shall be referred to herein as a “Registered User”). You may not authorize any third party to enter and/or use your Account on their behalf. Accordingly, you agree to protect your username and password by, among other things, keeping your username and password confidential. If, notwithstanding the foregoing obligation, you allow another party to use your username and/or password to access your Account, you will be responsible for all use by the party using your Account. You agree to (a) immediately notify HED of any unauthorized use of your password or any other breach of security, and (b) ensure that you exit from your Account at the end of each session.

 

2.3.       Terms of Sale.  All sales of goods made using the Site are governed by the Terms of sale.

3.                   Submissions and User-Created Content. 

 

3.1.             Customer Feedback.  The Site may contain interactive areas that allow users to express their opinions and post suggestions or other information (collectively, “Customer Feedback”). 

 

3.2.             Opinions.  Any opinions, advice, statements, offers or other information or content expressed or made available by third parties are those of the third party and not of HED. HED does not represent or endorse the accuracy or reliability of any Customer Feedback posted on the Site by any third party. You acknowledge that any reliance upon any such third party Customer Feedback is at your sole risk.

 

3.3.             Editing/Removal of Customer Feedback.  HED may, in its sole discretion, edit and/or remove any Customer Feedback you submit to the Site. Without limiting the generality of the foregoing, HED may edit or remove any Customer Feedback you submit to the Site that HED, in its sole discretion, deems abusive, defamatory, obscene, unlawful, or otherwise unacceptable, and you waive any moral rights you may have with respect to changes in the Customer Feedback. We are not responsible for maintaining your posted Customer Feedback and we may, in our sole discretion, delete or destroy it at any time with no liability or obligation to you.

 

3.4.             No liability.  You are solely responsible for any Customer Feedback you submit to the Site. We shall not be liable for the use or misuse of any information or data, including personal information, that is included in your posted Customer Feedback.

 

3.5.             License to Customer Feedback.  By submitting Customer Feedback to the Site, you hereby grant to HED, its affiliates and related entities, a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, exploit, modify, archive, store, reproduce, adapt, publish, translate, create derivative works from, distribute, perform and display all such Customer Feedback in any form, media, software or technology of any kind now existing or developed in the future. You further grant HED, its affiliates, related entities, licensees and assignees the right to use your name and any other information about you that you provide in connection with any such use of the Customer Feedback. You understand and agree that visitors to the Site may use your Customer Feedback in accordance with these Terms of Use. 

 

4.             CUSTOMER FEEDBACK LIMITATIONS

 

4.1             Limitations.  You agree not to post Customer Feedback that:

i) contains vulgar, profane, abusive or hateful language, epithets or slurs, text or illustrations in poor taste, inflammatory attacks of a personal, racial or religious nature, or expressions of bigotry, racism, discrimination or hate; or

ii) is defamatory, threatening, disparaging, inflammatory, false, misleading, deceptive, fraudulent, inaccurate, unfair, contains gross exaggeration or unsubstantiated claims, is unreasonably harmful or offensive to any individual or community, contains any actionable statement, or tends to mislead or reflect unfairly on any other person, business or entity; or

iii) violates or infringes any right of HED or any third party, including without limitation any privacy, trademark, copyright or other intellectual property right, or will otherwise cause injury to any third party, or

iv) discriminates on the grounds of race, religion, national origin, gender, age, marital status, sexual orientation or disability, or refers to such matters in any manner prohibited by law; or

v) violates any municipal, state or federal law, rule, regulation or ordinance, or attempts to encourage evasion or violation thereof; or

vi) unfairly interferes with any third party’s uninterrupted use and enjoyment of the Site; or

vii) advertises, promotes or offers to trade any goods or services; or

viii) contains copyrighted or other proprietary material of any kind on the Site without the express permission of the owner of that material; or

ix) includes or transmits viruses or other harmful, disruptive or destructive files; or

x) disrupts, interferes with, or otherwise harms or violates the security of the Site, system resources, accounts, passwords, servers or networks connected to or accessible through the Site or affiliated or linked sites; or

xi) “flames” any individual or entity (e.g., sends repeated messages related to another user and/or makes derogatory or offensive comments about another individual), or repeats prior posting of the same message under multiple threads or subjects; or

xii) otherwise violates these Terms of Use.

 

4.2.             Not Confidential.  Any Customer Feedback posted by you or others will be deemed not to be confidential or secret. You understand that personal and other information (e.g., username, e-mail address, phone number) that you post on our Site is generally accessible to, and may be collected and used by others, and may result in unsolicited messages or other contact from others. To protect your safety, please use your best judgment when posting information. We particularly discourage divulging personal phone numbers and addresses or other information that can be used to identify or locate you.

 

5.                   Linking and Third Party Dealings.

 

5.1.             Links to External Sites.  HED may provide hyperlinks to other web sites and Internet resources operated by parties other than HED. HED has no control over such sites and resources or their privacy policies. Such hyperlinks are provided for your reference only. The inclusion of hyperlinks to such web sites does not imply any sponsorship, affiliation or endorsement of the material on such web sites or with their operators.

 

5.2.             Linking to the Site.  Subject to the further provisions of this Section 5.2, HED welcomes links to the Site from other web sites. If HED demands that you not link to the Site, or any portion of the Site, you agree that you will not, directly or indirectly, link to the Site or such portion of the Site as directed in our demand, at any time after such demand is made. 

 

6.                   Intellectual Property.

 

6.1.             General.  Except for Content that is in the public domain, the Site and all original Content, as well as the selection and arrangement of the Content, is owned by (or licensed to) HED or its suppliers and is protected by copyright, trade dress, trademark, unfair competition, and/or other laws and may not be used, copied or imitated in whole or in part except as expressly provided herein. Except as otherwise expressly provided in the Terms of Use, all rights in and to the Site and Content are expressly reserved by HED.

 

6.2.             Trademarks.  HEDStore.com and other marks and logos on the Site are trademarks of HED and, except as expressly provided in Section 1.3 above, may not be copied, imitated or used, in whole or in part, without HED’s prior written permission. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of HED or its licensors and may not be copied, imitated, or used, in whole or in part, without HED’s prior written permission.

 

7.                   Indemnification.  You hereby agree to indemnify and hold harmless HED and its affiliates, officers, members, directors, employees, shareholders, information providers, suppliers and licensees (collectively, "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorney’s fees, incurred by the Indemnified Parties in connection with any claim arising out of (a) your entry and/or use of the Site, and/or (b) any breach, or alleged breach, of any of the Terms of Use by you.

 

8.                   Disclaimer of Warranties.  You expressly acknowledge and agree that your use of the Site (including, without limitation, the Content) is at your sole risk. To the maximum extent permitted by applicable law, the Site (including, without limitation, the Content) is provided to you on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by applicable law, HED makes no representations or warranties relating to the Site or Content including, without limitation, representations or warranties that (a) the Site or Content shall meet your requirements, (b) the operation of the Site will be uninterrupted or error free, or (c) any defects in the Site or Content will be corrected. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HED HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND/OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT HED KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), IN EACH INSTANCE WITH RESPECT TO THE SITE AND CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HED FURTHER DISCLAIMS ANY AND ALL WARRANTIES, AND/OR REPRESENTATIONS OF QUIET ENJOYMENT, TITLE AND NON‑INFRINGEMENT WITH RESPECT TO THE SITE AND CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

 

9.         Limitation of Liability.  IN NO EVENT SHALL HED OR ITS LICENSORS BE LIABLE FOR PERSONAL INJURY OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TERMS OF USE, THE SITE OR CONTENT, WHETHER FOR BREACH OF CONTRACT, IN TORT OR OTHERWISE, EVEN IF HED IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall HED’s total liability to you for all damages exceed $10.00. [For the sake of clarity, this Section 9 does not apply to the sale of goods using the Site. Rather, as provided in Section 2.3 above, all sales of goods made using the Site are governed by the Terms of Sale

 

10.             Modifications to the Site.  For the avoidance of doubt, HED may modify, suspend, discontinue and/or restrict the use of all or any portion of the Site including, without limitation, the Content, at any time for any reason (or for no reason) and without notice or liability.

 

11.               Governing Law and Jurisdiction.  The Site is hosted on servers located in the and is intended to be viewed by residents of the . The Terms of Use shall be deemed to be agreed to by you in the State of Missouri . The Terms of Use and any claim or controversy arising out of, or relating to, rights and obligations of the parties under the Terms of Use and any other claim or controversy between the parties shall be governed by and construed in accordance with the laws of the State of Missouri and the United States without regard to conflicts of laws principles, and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You agree that, to the extent any disputes cannot be resolved directly with HED, you shall file any suit against HED only in the federal or state court having jurisdiction where HED’s principal offices or the principal offices of its parent company are located at the time suit is filed. HED may file suit in the federal or state court located in the jurisdiction where its principal offices or the principal offices of its parent company are located at the time suit is filed or in the jurisdiction where you reside or do business or where the claim arose. You consent to the personal jurisdiction of those courts over you and venue in those courts. You agree that any legal action or proceeding brought or instituted with respect to any dispute arising from or related to the Terms of Use must be brought or instituted within a period of 1 year after the initial occurrence of any act or omission that is the basis of the legal action or proceeding, whenever discovered.

 

12.                   General Provisions.  If any provision of the Terms of Use is declared or found to be illegal, unenforceable or void, then the invalid or unenforceable portion shall be modified in accordance with the applicable law as nearly as possible to reflect the original intention of the applicable provision, and the remaining sections of the Terms of Use shall remain in full force and effect. No right or remedy conferred upon or reserved to HED by the Terms of Use is intended to be, nor shall be deemed, exclusive of any other right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other right or remedy and may be exercised concurrently or separately from time-to-time. HED may provide notice to you relating to the Terms of Use by sending an e-mail to your last known e-mail address, if any, your last known postal address, if any, or posting a notice on the Site, and any such notice shall be deemed given and received on the earlier of the day it is sent to you or the day it is posted on the Site. A printed version of the Terms of Use and of any notices given to you in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The failure of HED to insist upon or enforce strict performance by you of any provision of the Terms of Use shall not be construed as a waiver of any provision or right. If HED brings any suit against you to enforce the Terms of Use or otherwise in connection with your use and/or entry of the Site, you agree that if HED prevails in such suit HED shall be entitled to recover all costs and expenses incurred in such suit including reasonable attorneys’ fees. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of the Terms of Use.

 

 

 

 

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