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DRAPERINC.COM WEB SITE USE AGREEMENT
TERMS OF USE
RESTRICTED USE OF WEB SITE
Welcome to Draperinc.com. We encourage you to browse and use Draperinc.com to review and order our products and services, as long as you agree to this Web Site Use Agreement. This website is intended for use only by Registered Dealers of Draper, Inc., and its affiliates ("Draper," "us", or "our"). A Registered Dealer is an individual or company that has a current dealer agreement in place with Draper. "You" or "your" means the user of Draperinc.com, including Registered Dealers. If the user is not an individual, then "you" means your company, its officers, members, agents, successors and assigns.
Draper provides the services (the "Services") available at the domain and sub-domains of www.Draperinc.com ("Draperinc.com") to Registered Dealers subject to these Terms of Use, our Privacy Policies, and other terms and conditions provided in this document or on Draperinc.com ("Policies"). In addition, when using particular services in Draperinc.com, guidelines or rules may be posted which are applicable to your use of those services. Your use of Draperinc.com and your relationship with Draper are subject to all Policies all of which are incorporated by reference into this Web Site Use Agreement.
Please read this Web Site Use Agreement carefully before accessing or using Draperinc.com. Accessing Draperinc.com signifies your agreement to be bound by all of the Policies contained in the most current version of this Web Site Use Agreement posted on Draperinc.com. Using Draperinc.com's ordering capabilities signifies your representation and warranty that you are a Registered Dealer. Draper reserves all rights and remedies it may have at law and equity against persons using Draperinc.com who do not agree to be bound by the Policies. IF YOU DO NOT AGREE TO BE BOUND BY ALL THE POLICIES OR CANNOT COMPLY WITH THE POLICIES, DO NOT ACCESS OR USE Draperinc.COM.
INTELLECTUAL PROPERTY
Draperinc.com is owned and operated by Draper. Draper is a respected supplier of projection screens, lifts and mounts, home theater products, window shades, easels, gymnasium equipment, and other products. To continue to benefit commercially from the innovation of our products and services, Draper maintains a global portfolio of intellectual property, including patents, trademarks, trade dress, copyrights and other intellectual property ("IP"). The designs embodied in the products depicted in this web site are the property of Draper. Any use of these designs without the express written consent of Draper is prohibited. Draperinc.com and all the IP contained on this site are protected under domestic and international IP laws. You acknowledge that Draper provides access to web sites that contain content that is protected by IP rights. You will only use such content in a legal manner, in compliance with this Web Site Use Agreement.
Patents
Draper patents many of the designs and technical innovations that are used on our products. Draper may use the term “Patent Pending†on products that contain an invention for which we have applied for patent protection with a patent office. Draper may use a patent number (for example, U.S. Patent No. 6,137,629) on products which are protected by an issued patent. Draper actively pursues individuals and companies that infringe upon its patents.
If you are interested in distributing or manufacturing items protected by Draper patents, please send an inquiry to [email protected] .
Copyrightable Materials
Draper owns copyrights in this web site, catalogs, drawings, instructions, specifications, and other items provided through this web site. Copyright in the pages and in the screens displaying the pages, in the content of those screens and pages, and in the selection, coordination and arrangement of that content, is owned by Draper unless otherwise indicated. No part of the materials made available may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means electronic, mechanical, photocopying, recording, or otherwise without express written consent from Draper. Except as expressly permitted under copyright law, no copying, redistribution, publication or commercial exploitation of downloaded material will be permitted without the express prior written consent of Draper. If you are interested in licensing such copyrightable materials, please send an inquiry to [email protected]. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of attribution or copyright or trademark notices shall be made. All rights are reserved in our copyrightable materials.
Trademarks
Trademarks are words, logos, taglines, phrases and combinations thereof that identify products and services for a particular company. Trademarks are valuable property, and protection of this property is provided under United States federal and state laws, as well as under international trademark laws. All trademarks used in this web site are property of Draper or the property of their respective owners. Except as expressly permitted under trademark law, Draper does not authorize use of its trademarks without express prior written consent of Draper. Draper controls the use its trademarks by all licensees and authorized parties, and pursues unauthorized use of its trademarks by parties who do not have a valid license or permission agreement with Draper. Draper reserves all rights to object to the use of any Draper trademark.
If you would like to become licensed to use Draper's trademarks, please contact [email protected] Draper does not provide legal advice regarding the proper use of our trademarks. If you have questions regarding the use of a Draper trademark, please consult with your legal counsel. If you are a licensee or authorized user of any Draper trademark, please consult your licensing agreement and contact [email protected] with any questions.
Art, Logos, Trademarks, and Other Supplied Materials
Draper uses art, logos, and other materials supplied by Registered Dealers and customers ("Artwork") to provide products and services. Draper assumes no responsibility for determining the proper ownership or proper use of Artwork. All liabilities of this nature rest with the Registered Dealers and their customers. Registered Dealers and their customers placing orders with Draper represent and warrant that they have the authority to order, purchase and distribute the product with the Artwork specified on the order, and that the use or display of the Artwork will not violate any laws or client restrictions. Draper assumes no responsibility for determining who does or does not have such authority. By submitting Artwork to Draper for use on a product, Registered Dealers and their customers shall defend and hold harmless Draper for the use of any Artwork and for breach of this warranty. Registered Dealers and their customers also shall indemnify, hold harmless, defend and absolve Draper, its affiliates and licensors from and against all claims, liabilities and expenses arising out of or related to any actual or alleged infringement or misappropriation of any copyright, trademark or other proprietary rights or merchandise. This indemnification will remain in effect after delivery of the product or service.
Draper reserves the right to photograph, show as samples, or use in Draper's advertising the items produced by Draper without liability as to trademark, copyright or other proprietary rights. Draper reserves the right to refuse to provide product or service when it is determined that the Artwork does not meet Draper's standards.
LICENSE AND SITE ACCESS
Draper grants you a limited license to access and make business use of Draperinc.com.
YOUR ACCOUNT
Registered Dealers are required to obtain an account from Draper to order products and services from Draper. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You accept responsibility for all activities that occur under your account or password and such use shall be deemed to be use by you. You will ensure that all use of your account complies fully with the provisions of this Web Site Use Agreement. Transfer of the account by you to any other person or entity is prohibited.
RISK OF LOSS
All items purchased from Draper are made pursuant to a shipment contract. The risk of loss and title for such items pass to you upon Draper's delivery to the carrier.
PRODUCT DESCRIPTIONS
Draper attempts to be as accurate as possible on all product descriptions that are available through Draperinc.com and Draperinc.com. However, Draper does not warrant that product descriptions or other content of Draperinc.com and Draperinc.com is accurate, complete, reliable, current, or error-free. If a product offered on Draperinc.com and Draperinc.com is not as described, your sole remedy is to return it in unused condition.
PRICING
While Draper tries to ensure accuracy, Draper reserves the right at any time to correct any errors in pricing or descriptions and to cancel or refuse to accept any order based on an incorrect price or description. Product and service prices and specifications are subject to change without notice. Draper reserves the right to limit quantities. Descriptive, typographic, or photographic errors are subject to corrections.
Because of custom orders, shipping charges, and other factors, the final invoice for a product or service may be different than the original invoice as provided on Draperinc.com to the Registered Dealer. When this occurs, Draper will contact the Registered Dealer by phone or email with the final invoice before processing the order and credit card or other payment.
ORDER, INVOICE, AND SHIPPING STATUS
Through Draperinc.com, Registered Dealers may check order, invoice, and shipping status of orders. While Draper tries to ensure accuracy and completeness of this information, Draper does not assume any responsibility for the accuracy and completeness of this information. Furthermore, Draper cannot guarantee that this information will always be available.
CHILDREN
Draper does not intentionally sell products or services for purchase by children or knowingly collect information from children. Children under the age of 18 are not authorized to use Draperinc.com, and parents or legal guardians may not agree to this Web Site Use Agreement on their behalf.
UNITED STATES AND CANADA ONLY
All materials on Draperinc.com are provided for the purpose of providing Services in the United States and Canada. Draper makes no representations that the materials on the site are appropriate or available for use in other locations. If, despite these conditions, you use Draperinc.com from outside of the United States or Canada, you are solely responsible for compliance with any applicable foreign or local laws.
MODIFICATION
Draper reserves the exclusive right, at our discretion, to update, change, modify, add, or remove portions of Draperinc.com and the Policies from time to time including, but not limited to, content, hours of availability, and system requirements. The effective date of the latest version of the Policies, as stated below, indicates the last time the Policies were materially modified. Checking the effective date below allows you to determine whether there have been material modifications since the last time you reviewed the Policies.
The Policies were last materially modified on 06/06/2005.
You can review the most current version of the Policies at any time at Draperinc.com or by Clicking Here. Your continued use of Draperinc.com following change in the Policies will constitute your acknowledgement and acceptance of such change. If you do not agree to any change, you must immediately stop using and accessing Draperinc.com.
APPLICABLE LAW
The Policies shall be governed by the laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Indiana, provided, however, that disputes concerning patent, federal trademark, or federal copyright matters shall be governed by federal law.
DISPUTE RESOLUTION
Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules including the Optional Rules for Emergency Measures of Protection, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Marion County, Indiana.
Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy otherwise is resolved. Either party also may, without waiving any remedy under this agreement, seek from any court having jurisdiction located in Marion County, Indiana, any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy).
SEVERABILITY
If any portion of this Web Site Use Agreement shall be deemed invalid, void, or for any reason unenforceable, that portion shall be deemed severable and shall not affect the validity and enforceability of any remaining portions of this Web Site Use Agreement. If a court of competent jurisdiction finds any portion this Web Site User Agreement invalid or unenforceable, such portion shall be given the maximum effect permitted under applicable law, and the remainder of this Web Site Use Agreement shall remain valid and fully enforceable according to its terms, and the invalid or unenforceable portion shall be replaced with a valid and enforceable provision that most closely reflects the intention of Draper.
NO WARRANTY
The information, materials and services provided in Draperinc.com and Draperinc.com are provided on an "as is" and "as available" basis without warranty of any kind, implied, express or statutory, including, but not limited to, warranties of title or non-infringement, implied warranties of merchantability or fitness for a particular purpose, and freedom from computer virus, other than those warranties that are implied by, and incapable of exclusion, restriction or modification under the laws applicable to this agreement. All use of the Services (including but not limited to the accessing and use of content, information and services, the purchase of products and services, the transmission of information and other communications by and to you, and the downloading of computer files) is at your sole risk. Draper does not warrant the accuracy, adequacy or completeness of this information and materials and expressly disclaims liability for errors or omissions in this information and materials.
LIMITATION ON LIABILITY
In no event will Draper be liable for any damages, including without limitation direct or indirect, special, incidental, or consequential damages, losses or expenses arising out of or in connection with Draperinc.com or Draperinc.com or use thereof or inability to use by any party, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Draper, or representatives thereof, are advised of the possibility of such damages, losses or expenses. Hyperlinks to other internet resources are at your own risk; the content, accuracy, opinions expressed, and other links provided by these resources are not investigated, verified, monitored, or endorsed by Draper.
TERM AND TERMINATION
This Web Site Use Agreement is effective from your acceptance of the Policies, which is indicated by first use of Draperinc.com. Draper may terminate this Web Site Use Agreement any time without notice.
Upon termination of this Web Site Use Agreement, all rights granted to you under this Web Site Use Agreement shall terminate immediately. Draper's right to enforce the provisions of this Web Site Use Agreement shall survive termination of this Web Site Use Agreement.
NOTICE
All notices required or permitted under this Web Site Use Agreement shall be in writing, shall reference this Web Site Use Agreement and shall be deemed given upon receipt when sent by registered or certified mail, return receipt requested, postage prepaid or commercial overnight carrier, with written verification of receipt. All communications shall be sent to the address set forth below or to such other address as may be designated by Draper by providing notice through disclosure in this Web Site Use Agreement.
Draper, Inc.
Privacy Officer
411 South Pearl Street
Spiceland, Indiana 47385
With a copy to
Draper, Inc.
Advertising Department
411 South Pearl Street
Spiceland, Indiana 47385
Notice of material breach of this Web Site Use Agreement or termination of any portion of this Web Site Use Agreement will be provided by posting on Draperinc.com, regular mail, or electronic mail to the e-mail address provided by the Registered Dealer at the time of registration for services.
INDEMNIFICATION
You shall defend, indemnify and hold Draper harmless from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to your use of Draperinc.com.
WAIVER
No waiver of any default or breach of this Web Site Use Agreement by Draper shall be deemed a continuing waiver or a waiver of any other breach or default, no matter how similar. Draper's failure to insist upon or enforce strict performance of any provision of this Web Site Use Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Web Site Use Agreement.
FORCE MAJEURE
The obligations of Draper are subject to and contingent upon the absence of interference or interruptions such as strikes, riots, war, invasion, fire, explosion, accident, delays in carriers, acts of God and all other delays beyond Draper's reasonable control, and any interference with the obligation of Draper for any such reason shall not be deemed a breach of this agreement.
ENTIRE AGREEMENT
This Web Site Use Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. Each of the parties acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as may be expressly set forth herein.
PRIVACY NOTICE
Draper collects, retains, and uses information about Registered Dealers and other visitors to this site only for specific business purposes, including to protect and administer customer records and accounts; to comply with certain laws and regulations; to help design or improve Draper's products and services, and to understand customers' needs so that we can provide them with high-quality products and service.
If Draper believes it has a legitimate business reason for sharing identification and other personal information with a third party, it may share such information with third parties. Draper may also disclose information about its customers to third parties as required or permitted by applicable law.
What personal information about customers does Draperinc.com gather?
The information we learn from Registered Dealers helps us personalize and continually improve your shopping experience at Draperinc.com. Here are the types of information we gather:
First and last name
Business name
Customer, business, billing, shipping and other addresses
E-mail address
Telephone numbers including cell phones
Facsimile numbers
To change your information please contact us by phone (1-800-238-7999), fax (1-765-987-7142), mail (see Notice Section above), or by sending an email to [email protected].
Information You Give Us: We receive and store any information you enter on Draperinc.com or give us in any other way. You can choose not to provide certain information, however you might not be able to take advantage of many of our features. We use the information that you provide for purposes such as responding to your requests, customizing future orders for you, improving our business and communicating with you.
In addition, we may also use standard software to collect non-identifying information about Registered Dealers and other visitors to our web site, such as:
- Date and time our site was accessed;
- IP address (a numeric address given to servers connected to the Internet);
- Web browser used;
- Operating system used; and
- Web pages visited.
Automatic Information.
We receive and store certain types of information whenever you interact with us. For example, like many web sites, we use "cookies," and we obtain certain types of information when your Web browser accesses Draperinc.com. A number of companies offer utilities designed to help you visit web sites anonymously. Although we will not be able to provide you with a personalized experience at Draperinc.com if we cannot recognize you, we want you to be aware that these tools exist.
E-mail Communications.
To help us make e-mails more useful and interesting, we often receive a confirmation when you open e-mail from Draperinc.com if your computer supports such capabilities. We also compare our customer list to lists received from other companies in an effort to avoid sending unnecessary messages to our customers. When you send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on Draperinc.com. All agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
How secure is information about me?
Draper uses reasonable security procedures and practices to protect information gathered on Draperinc.com from unauthorized access, destruction, use, modification, or disclosure.
It is important for you to protect against unauthorized access to your account, password, and to your computer. Be sure to sign off when finished using a shared computer.
Does Draper share the information it receives?
Information about our customers is an important part of our business, but we are not in the business of selling it to others. We share customer information only as described herein and with subsidiaries Draper controls that either are subject to this Privacy Notice or follow practices at least as protective as those described in this Privacy Notice.
Agents: We employ other companies and individuals to perform functions on our behalf. Examples include fulfilling orders, delivering packages, sending postal mail and e-mail, removing repetitive information from customer lists, analyzing data, providing marketing assistance, providing search results and links (including paid listings and links), processing credit card payments, and providing customer service. These agents have access to personal information needed to perform their functions, but they may not use it for other purposes.
Promotional Offers: Sometimes we send offers to selected groups of Registered Dealers on behalf of other businesses. When we do this, we do not give that business your information. We do not give your information to other companies for their direct marketing use.
Business Transfers: As we continue to develop our business, we might sell or buy companies, subsidiaries, or business units. In such transactions, customer information generally is one of the transferred business assets but remains subject to the promises made in any pre-existing Privacy Notice (unless, of course, the customer consents otherwise). Also, in the unlikely event that Draper or all of its assets are acquired, customer information will be one of the transferred assets.
Protection of Draper and Others: We release account and other personal information when we believe release is appropriate to comply with the law; enforce or apply our Policies and other agreements; or protect the rights, property, or safety of Draper, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction. Obviously, however, this does not include selling, renting, sharing or otherwise disclosing personally identifiable information from customers for commercial purposes in violation of the commitments set forth in this Privacy Notice.
In addition to actions and disclosures specifically authorized by statute or authorized elsewhere in this Web Site Use Agreement, Draper shall have the right (except where prohibited by law notwithstanding your consent), but not the obligation, to monitor content on Draperinc.com and to disclose any information to protect their respective rights, property and/or operations, and where circumstances suggest that individual or public safety is in peril. You hereby consent to, and expressly waive such rights as you may have under any laws or otherwise to limit or prohibit such actions or disclosures.
With Your Consent: Other than as set out above, you will receive notice when information about you might go to third parties and you will have an opportunity to choose not to share the information.
Draper reserves the right to resolve system problems using means including, but not limited to, examining accounting logs and other records, accessing an account's mailbox and any other means necessary to ensure proper functioning of the system. Draper does not guarantee the security of any data on the system including data transmitted using secure servers. Draper assumes no liability for the loss of private or confidential material. Draper customers should be aware that no computer system/network is completely safe from system failures or intrusions by unauthorized parties, and therefore no sensitive material should be passed through the network.