ne-kids.com Website and Web Portal Agreement
“Content” means all product pricing, product information, customer account information, order info, order entry, email, trademarks, trade dress, trade secrets, service marks, original works of authorship, illustrations, designs, icons, photographs, video clips, text, software, specifications, literature, advertisements, and other materials available through web services or from other communication with Hillsdale.
2. Changes In the Web Service or Terms of Usage
Hillsdale has the right at any time to modify, change or discontinue any aspect or feature of the web service, including, but not limited to, content, hours of availability, registration requirements and equipment needed for access or use of the Website. Hillsdale also has the right at any time to impose, change, or modify the terms and conditions applicable to use of the web service, or any part thereof, or to impose new terms and conditions, including changes to Hillsdale’s Privacy and Security Policy. Such changes, modifications, additions, or deletions will be effective immediately upon notice thereof, including, but not limited to, posting on the Website a revised version of this Agreement and/or Hillsdale’s Privacy and Security Policy or notification by electronic or conventional mail. Any use of the web service by the User after such notice constitutes acceptance by the User of such changes, modifications, additions, or deletions. The User agrees to periodically review the ne-kids.com Website Agreement and Privacy and Security Policy.
3. User Conduct
a) The User agrees to use the web service for lawful purposes only and agrees not to post or transmit any material that violates or infringes in any way upon the rights of others; that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent or otherwise objectionable; that could damage, disable, overburden, or impair the Website and Portal or interfere with any other party’s use and enjoyment of the Website and Portal; that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law. No conduct may be undertaken that, in Hillsdale’s judgment and sole discretion, restricts or inhibits any other user from using or enjoying the Service. The User agrees not to post or transmit on the website or Portal advertising or other commercial solicitations.
b) User agrees not to upload, post, or otherwise make available on the Website and Portal any material protected by copyright, trademark, service mark or other proprietary right without the express written permission of the owner of the copyright, trademark or other proprietary right. By communication with the Website and Portal, each User hereby represents and warrants that the User has all necessary rights for the materials, communications, or other information that the User has provided, transmitted or sent to the Website and Portal. The User is solely liable for any damages resulting from any infringement of a third-party’s copyright, patent, trademark, service mark or other proprietary rights, or any other harm resulting from any uploading, posting or submission of material on the Website.
c) User agrees not to use, upload, post or otherwise make available the personal or financial information of another person or company with intent to impersonate that individual or company.
d) By providing a recipient’s name and email address, User authorizes Hillsdale to forward the web page or pages and User’s comments to the recipient.
4. Intellectual Property
a) Except as otherwise noted, all Content is the exclusive property of Hillsdale. The User may not use, sell, offer for sale, reproduce, copy, prepare derivative works, distribute, perform, display, print, publish, upload, post, or transmit in any way any, material from the Website, Portal or from other communication with Hillsdale, including, but not limited to, text, images, code and software, without the express written consent of Hillsdale. Hillsdale hereby grants to User a non-exclusive, royalty-free license to download Content from the Website and Portal for the User’s personal, noncommercial use only, provided that User will not make any modification to, changes in, or deletion of author attribution, trademark, copyright or other proprietary notices. All rights not expressly granted herein are reserved by Hillsdale. Each User acknowledges that he or she does not acquire any ownership rights in the Content by using the web service or downloading Content from the Website or Portal.
b) HILLSDALE and HILLSDALE FURNITURE are trademarks and service marks of Hillsdale and all rights are reserved by Hillsdale. All other trademarks, service marks and trade dress appearing on the web service are the property of their respective owners, including, in some instances, Hillsdale.
c) Should a User post any message on the Website or Portal, either as part of a survey, questionnaire, form, email or as unsolicited comments, ideas, concepts, suggestions, or complaints, that information will become the property of Hillsdale. The act of providing such information constitutes an assignment to Hillsdale of all worldwide right, title and interest, including copyright, patent, and other intellectual property rights, in and to the material and information which the User provides to Hillsdale. Hillsdale will be under no obligation whatsoever to use, respond to or pay any compensation with respect to any idea, concept, submission or suggestion provided by the User and may remove or delete any such idea, concept, suggestion or submission at any time in Hillsdale’s sole discretion. By providing any comment, suggestion, idea, concept or other submission, User assigns to Hillsdale the right to make, use, copy, reproduce, modify, prepare derivative works from, incorporate it in other works, transfer, display, distribute, perform, publish, print, upload, post, transmit, license, sell, offer for sale, or import the same worldwide in any form, media or technology now known or later developed. To the extent such assignment is not effective for whatever reason, then the User hereby grants to Hillsdale a royalty-free, paid-up, irrevocable, non-exclusive right and license to make, use, copy, reproduce, modify, prepare derivative works from, incorporate it in other works, transfer, display, distribute, perform, publish, print, upload, post, transmit, license, sell, offer for sale, or import the same worldwide in any form, media or technology now known or later developed. Notwithstanding the above, all personal information provided to Hillsdale will be handled in accordance with Hillsdale’s Privacy and Security Policy contained herein.
Confidential Information means, all tangible or intangible information, whether written, oral or in any electronic, visual or other medium, that is furnished or made available by the Hillsdale to the User that concerns Hillsdale or its affiliates, which Hillsdale considers to be confidential information and is the subject of reasonable efforts to keep it confidential. By way of example, Confidential Information includes, but is not limited to, information regarding Hillsdale’s products or services, research and development efforts, data, business methods, computer programs and related source and object codes, supplier and customer information, product manufacture and installation, product or service cost or pricing, personnel allocation or organizational structure, business, marketing, development and expansion or contraction plans, and information concerning the legal or financial affairs of Hillsdale. Although certain information may be generally known in the relevant industry, the fact that Hillsdale uses such information may not be so known and in such instance the information would comprise Confidential Information. Furthermore, the fact that various fragments of information or data may be generally known in the relevant industry does not mean that the manner in which Hillsdale combines them, and the results obtained thereby, are so known and in such instance such information or data would also comprise Confidential Information. Confidential Information may also include information disclosed to User by third parties on behalf of Hillsdale.
6. Third-Party Content
The web service may contain content supplied by parties other than Hillsdale. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by such third parties, are those of the respective author(s) or distributor(s) and not of Hillsdale. Neither Hillsdale nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.
7. Disclaimer of Warranties and Limitation of Liability
a) EACH USER EXPRESSLY AGREES THAT THE USER’S USE OF THE WEB SERVICE IS AT HIS OR HER SOLE RISK. NEITHER HILLSDALE, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, IF ANY, WARRANT THAT THE WEB SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEB SERVICE OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEB SERVICE.
b) THE WEB SERVICE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. EACH USER SPECIFICALLY ACKNOWLEDGES THAT HILLSDALE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS, AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH EACH USER.
c) NEITHER HILLSDALE NOR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE WEB SERVICE OR ANY MERCHANDISE PROVIDED THROUGH THE WEB SERVICE WILL BE LIABLE TO USER FOR ANY SPECIAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, ECONOMIC LOSS, LOST PROFITS, LOST REVENUE, DAMAGES RELATING TO THE PURCHASE AND/OR USE OF ANY PRODUCTS PROVIDED THROUGH THE SERVICE, USE OF THE SERVICE, INABILITY TO USE THE WEB SERVICE, THE USE BY THE USER OF ANY BROWSER OWNED OR OPERATED BY ANY PARTY, INCLUDING HILLSDALE, AND/OR THE DOWNLOADING OF ANY SOFTWARE OWNED OR OPERATED BY ANY PARTY, INCLUDING HILLSDALE, EVEN IF THE PARTIES HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THE CLAIM IS MADE FOR BREACH OF CONTRACT, BREACH OF WARRANTY, IN TORT, UNDER A THEORY OF STRICT LIABILITY OR OTHERWISE. THE USER BEARS ALL RISK RESULTING FROM THE PARTICULAR USE IT CHOOSES FOR THE PRODUCT. NO EMPLOYEE, AGENT OR REPRESENTATIVE OF HILLSDALE HAS THE AUTHORITY TO BIND HILLSDALE TO ANY ORAL REPRESENTATION OR WARRANTY CONCERNING THE WEB SERVICE OR ANY PRODUCT PROVIDED THROUGH THE WEB SERVICE.
d) HILLSDALE NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT ON THE WEBSITE AND PORTAL, NOR FOR ANY OFFENSIVE, DEFAMATORY, OR OBSCENE POSTING MADE ON THE WEBSITE BY ANYONE. UNDER NO CIRCUMSTANCES WILL HILLSDALE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE WEB SERVICE AND/OR ANY POSTINGS ON THE WEBSITE AND PORTAL. IT IS THE RESPONSIBILITY OF EACH USER TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE WEBSITE.
e) HILLSDALE DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED BY A THIRD-PARTY THROUGH THE WEB SERVICE. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, EACH USER SHOULD USE HIS OR HER BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
8. Links to Third Party Sites.
The Website may contain links to other web sites (“Linked Sites”). The Linked Sites are not under the control of Hillsdale and Hillsdale is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Hillsdale provides these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Hillsdale of the Linked Site or any association with its operators.
Hillsdale has the absolute right, but not the obligation, to monitor material submitted or posted by Users to the Website and Portal and/or the User’s use of the Web Service to determine compliance with this Agreement and any other operating rules established by Hillsdale. Hillsdale has the right, in its sole discretion, to edit, refuse to post or remove any material submitted to or posted on the Website and Portal. Notwithstanding the above, each User remains solely responsible for the content of their messages and each User agrees that Hillsdale neither assumes nor will have any liability for any action or inaction by Hillsdale with respect to any conduct, communication or posting on the Website and Portal.
Each User agrees to defend, indemnify, and hold harmless Hillsdale, its affiliates, and their respective directors, officers, employees, attorneys and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the web service by the User.
Either Hillsdale or User may terminate this Agreement at any time. User’s only right with respect to any dissatisfaction with (i) any terms and conditions of this Agreement or the ne-kids.com Privacy and Security Policy, (ii) any policy or practice of Hillsdale in operating the web service, or (iii) any Content available through the web service or any change therein, is to terminate this Agreement by sending a written notice to your sales manager. Without limiting the foregoing, Hillsdale has the right to immediately terminate this Agreement with respect to any User in the event of any conduct by User which Hillsdale, in its sole discretion, considers to be unacceptable, or in the event of any breach by User of this Agreement. The provisions of Paragraphs 4, 5, 6, 7, 8, 9, and 10 will survive termination of this Agreement.
Each User is solely responsible for obtaining and maintaining all equipment needed for access to and use of the Service, including, but not limited to, telephone and computer hardware and software, and each User is solely responsible for all charges related thereto.
ne-kids.com Privacy and Security Policy
Hillsdale respects the privacy of the individuals accessing the Website and recognizes the importance of protecting their information. This Privacy and Security Policy describes Hillsdale’s practices with respect to the collection and use of information. If you have any questions regarding this Privacy and Security Policy, please contact your sales manager. Please note that this Privacy and Security Policy is applicable only to Hillsdale and the Website. The privacy policies of websites that are linked to the Website may vary and Hillsdale assumes no responsibility for such policies.
14. The collection of customer information
Hillsdale collects and uses the information of its customers from our internal ERP system to operate the Website and Portal and deliver products and services to its customers. Customer information, including names, addresses, phone numbers and email addresses, will also be collected from the Users of the Website and Portal in several ways, each of which is intended to enhance the services provided by Hillsdale to the Users of the Website and Portal. The type of information we gather online and through our ERP system falls into three general categories, as described below.
a) General Tracking Information. Hillsdale automatically collects information about a User’s online sessions, including the User’s IP, computer, and network addresses, browser type, domain names, the date, time and duration of the visit, and the web pages and other objects the User requests from the Hillsdale server.
b) Account Setup and Order Entry Information. As an initial matter, customers are required to provide information in connection with their application for an account with Hillsdale. Hillsdale also keeps a record of all transactions or orders conducted through the Portal. In order to complete such transactions, Hillsdale collects the Transactional and Billing Information indicated below from the User’s account in its ERP system. Alternatively, Users have the option to call, fax or mail in the Transactional and Billing Information to conclude a purchase.
c) Transactional Information. The User’s email address, name, billing address, shipping address, method of shipping, and purchase order number.
d) General Correspondence. Hillsdale also retains copies of all correspondence with its customers and other Users of the website and Portal, including emails. Providers of third-party content available on the website, such as the providers of research information, also may collect information relating specifically to your use of that content. In addition, when a User forwards a web page or pages to a recipient using the Website and/or Portal, Hillsdale retains the recipient’s name and email address, the User’s name and email address, and any comments provided by the User.
15.) Use of Customer Information
Hillsdale does not currently sell, lease, license or otherwise provide access to the information of its customers to third parties for profit. Currently, Hillsdale only uses the information of its customers as follows:
a) Hillsdale may share certain information with third-party agents or affiliated companies that assist Hillsdale in providing services to its customers. For example, Hillsdale may provide information to companies that provide billing or account statement services. All such third parties are required to maintain the confidentiality of customers’ information and to adhere to Hillsdale’s policies regarding use of its customers’ information.
b) Hillsdale may also aggregate the information of its customers and provide this information, in aggregate form only, to certain third parties. For example, Hillsdale may provide aggregate information to a company that will assist Hillsdale in developing new products or services to better meet the needs of its customer base. All such third parties are required to maintain the confidentiality of customers’ information and to adhere to Hillsdale’s policies regarding use of its customers’ information.
c) Hillsdale keeps track of the websites and pages Users visit through the web services, in order to determine what Hillsdale products and/or services are the most popular. This data is used by Hillsdale to deliver customized content and advertising to its customers.
d) Hillsdale may use information in order to notify you of certain promotions and special offers and to inform you of other products and services available from Hillsdale and its affiliates. Your participation in any particular promotion or offer is at your option, and you have the right to opt out of all such promotions and offers by your sales manager.
e) Hillsdale may, from time to time, solicit User feedback in the form of online or email surveys or questionnaires. Such surveys or questionnaires will be subject to the terms of the ne-kids.com Website and Web Portal Agreement and Privacy and Security Policy. Any participation in such surveys or questionnaires by the User will be completely voluntary. However, should a User post any message on the Website, either as part of a survey or questionnaires or as unsolicited comments, ideas, concepts, suggestions, or complaints, that information will become the property of Hillsdale. The act of providing such information constitutes an assignment to Hillsdale of all worldwide right, title and interest, including copyright, patent, and other intellectual property rights, in and to the material and information which the User provides to Hillsdale. Hillsdale will be under no obligation whatsoever to use, respond to or pay any compensation with respect to any idea, concept, submission or suggestion provided by the User and may remove or delete any such idea, concept, suggestion or submission at any time in Hillsdale’s sole discretion. By providing any comment, suggestion, idea, concept or other submission, User assigns to Hillsdale the right to make, use, copy, reproduce, modify, prepare derivative works from, incorporate it in other works, transfer, display, distribute, perform, publish, print, upload, post, transmit, license, sell, offer for sale, or import the same worldwide in any form, media or technology now known or later developed. To the extent such assigment is not effective for whatever reason, then the User hereby grants to Hillsdale a royalty-free, paid-up, irrevocable, non-exclusive right and license to make, use, copy, reproduce, modify, prepare derivative works from, incorporate it in other works, transfer, display, distribute, perform, publish, print, upload, post, transmit, license, sell, offer for sale, or import the same worldwide in any form, media or technology now known or later developed.
f) Hillsdale also reserves the right to disclose information if Hillsdale determines in good faith that such disclosure is required by law, by court order, or a regulatory enforcement agency, or if such disclosure is necessary to perform credit checks for a transaction initiated by the User, to collect debts owed to Hillsdale by User, to report debts owed to Hillsdale by User to a credit reporting agency, or to otherwise protect the rights or property of Hillsdale.
16. Correction of Customer Information.
You may review, correct, amend and/or ask questions about your identifying information by contacting your customer service representative or sales manager. Each customer is responsible for ensuring that their information is accurate and complete.
17. Consent and Opt Out.
This Privacy Statement reflects Hillsdale’s current policies and procedures with regard to the collection and use of information. Hillsdale reserves the right to amend these policies from time to time. In the event of any such amendment, a revised Privacy Statement will be posted on the Website. As such, you should review the Privacy Statement whenever you access the web services to remain informed of any changes. By opening your account with Hillsdale or by using or accessing the web services, you consent to the collection and use of your information by Hillsdale.
b) Opt Out.
If you do not want your information collected and used as indicated in the Privacy and Security Policy, as it currently exists or as it may be amended in the future, you may terminate your account by contacting customer service. However, please be advised that Hillsdale will retain all Transaction and Billing Information collected prior to the termination of your account for internal use (accounting, taxes, etc.).
18. Security Policy.
a) Sales and payment information collected by the Website employs Secure Sockets Layer (“SSL”) encryption technology. SSL is a secure and encrypted method of communication between the User’s browser software and Hillsdale’s web server. When you place an order with us, the information is sent to us via an encrypted SSL connection.
b) Hillsdale may provide links to third-party websites as an added convenience to the User. Any link to a third-party website does not imply or convey endorsement of the third-party company or organization, its website, or its products or services. Hillsdale is not responsible for the privacy, terms or use, or other policies of third-party websites.
c) Hillsdale is committed to providing a secure site where Users can obtain information and order products without undue concern about safety. Any information collected by Hillsdale is protected using the methods described above. However, no data transmission over the Internet or any wireless network can be guaranteed to be absolutely secure. Therefore, Hillsdale does not warrant or ensure the security of any information sent to us online.
This Website and Web Portal Agreement and any operating rules for the Web service established by Hillsdale, including, but not limited to, the ne-kids.com Privacy and Security Policy, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement and use of the website and Portal in no way constitutes a joint venture, partnership, employment, or agency relationship between User and Hillsdale. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
20. Applicable Law.
This Website and Web Portal Agreement will be construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of laws rules. Use of the Web services is unauthorized in any jurisdiction that does not give effect to all provisions of this Website and Web Portal Agreement and the ne-kids.com Privacy and Security Policy. Hillsdale makes no representation that the Web services or products offered through the Website and/or Web Portal are appropriate or available for use outside the United States of America. Access to the Web service and/or Portal and products offered through the web service from territories where the Web service and/or products are illegal is prohibited.
No waiver by either party of any breach or default hereunder will constitute a waiver of any preceding or subsequent breach or default.
22. Paragraph Headings.
The section headings used herein are for convenience only and are not to be given any legal import.
We value feedback from our users. If you have any questions or comments about these User Agreements for the Web services, please contact your sales manager.