TERMS OF USE
PLEASE READ THESE TERMS OF USE CAREFULLY
BECAUSE THEY DESCRIBE YOUR RIGHTS AND
RESPONSIBILITIES
These terms and conditions regarding
your use of the Site constitute a
legally binding agreement ("agreement")
between you and Donnay Ltd. ("Donnay",
"we", "us" or "our"). In this agreement,
the terms "Site" or "Web Site" includes
all web sites and web pages within
DonnayUSA.com as well as any equivalent,
mirror, replacement, substitute or
backup web sites and web pages thereto
and thereof. The Site may also contain
links or references to additional rules,
policies and terms which may apply to
specific features or functions of the
Site and when you use those features or
functions, those rules, policies and
terms will also apply to you and form a
part of these terms and conditions, and
consequently, your agreement with us.
This Site is offered and made available
only to users 13 years of age or older
who reside in the United States of
America. If you are not yet 13 years
old, or do not reside in the United
States, please discontinue using the
Site immediately, or if, for any reason,
you do not agree with all of the terms
and conditions contained in this
agreement, please discontinue using the
Site immediately, because by using or
attempting to use the Site, you are
agreeing to be legally bound by this
agreement.
The words "use" or "using" in this
agreement, means any time an individual
(a "user"), directly or indirectly, with
or without the aid of a machine or
device, does or attempts to access,
interact with use, display, view, print
or copy from the Site, transmit, receive
or exchange data or communicate with the
Site, or in any way utilizes, benefits,
takes advantage of or interacts with any
function, service or feature of the
Site, for any purpose whatsoever. This
agreement does not cover your rights or
responsibilities with respect to third
party content or sites or any links that
may direct your browser or your
connection to third party sites or
pages. This is the entire and exclusive
agreement between you and us regarding
use of the Site and it cannot be
modified, except as specifically
described below in Section 2.
1. REGISTRATION
We require each user to have a unique
user name and password combination in
order to use the features and functions
of the Site and we may, from time to
time, also provide users with additional
codes or passwords necessary to perform
certain functions on the Site. Please
read our “privacy policy”, which
describes how we collect and use your
personal information. You will then
choose a user name and password (or we
may assign an initial password which we
will give you the option to change).
Your user name and password are personal
to you and you may not allow any others
to use your user name or password under
any circumstances. We are not liable for
any harm caused or related to the theft
or misappropriation of your user name or
password, disclosure of your user name
or password, or your authorization
anyone else to use your user name or
password. You agree to immediately
notify us if you become aware of or
believe there is or may have been any
unauthorized use of (or activity using)
your user name or password or any other
need to deactivate your user name or
password due to security concerns.
During registration (and possibly at
certain other times to enable your use
of other features or functions or for
security purposes), you will be required
to register and provide us with certain
information about you ("User
Information"), in order for us to allow
you to use the features and functions of
the Site, including chat rooms, message
boards, electronic mail services,
messaging services, auctions, shopping,
registration and member profile pages.
It is your responsibility to give us
current, complete, truthful and accurate
information and to keep the information
that you provide to us up to date. We
cannot and will not be responsible for
any problems or liability that may arise
if you do not give us accurate, truthful
or complete information or you fail to
update the information you give us.
Please read our “privacy policy”, which
describes how Donnay collects and uses
your personal information.
You are solely responsible for
maintaining the strict confidentiality
of your user name and password and for
any charges, costs, expenses, damages,
liabilities and losses we incur or may
suffer as a result of your failure to do
so. You, and not us, are solely
responsible and liable for your
activity, behavior, use and conduct on
the Site and for any use of the Site or
any other activity or conduct in
connection with the Site, by any others
who use your user name or password,
unless and until you notify us that your
user name or password may have been
compromised, misappropriated or
improperly taken or used by another
party. We have the right to disclose
your User Information to third parties
for the purpose of administering and
maintaining services on the Site. We
respect the privacy of the contents of
users' e-mail and messages
(collectively, "Messages"); however, we
reserve the right to monitor, edit or
disclose any information about your use
of the services on the Site and/or such
contents, if we believe such action is
required by law or is necessary to
protect and defend our rights, to
enforce this agreement, or to protect
the interests of our members and others.
The amount of storage space per user is
limited. Some Messages may not be
processed due to space constraints or
outbound message limitations. We assume
no responsibility for deletion of
Messages or any failure to store,
receive or deliver Messages in a timely
manner or any other matter relating to
Messages.
2. MODIFICATIONS
We reserve the right, at any time and
from time to time, for any reason in our
sole discretion, to change the terms of
this agreement. We will post or display
notices of changes on the Site and we
may also e-mail you about these changes.
Once we post them on the Site, these
changes become effective immediately and
if you use the Site after they become
effective it will signify your agreement
to be bound by the changes. You should
check back frequently and review the
terms and conditions of this agreement
regularly so you are aware of the most
current rights and obligations that
apply to you and the terms and
conditions of your agreement with us.
3. OWNERSHIP OF INTELLECTUAL PROPERTY
All Site software, design, text, images,
photographs, illustrations, audio and
video material, artwork, graphic
material, database, proprietary
information and all copyrightable or
otherwise legally protectible elements
of the Site, including, without
limitation, the selection, sequence and
'look and feel' and arrangement of
items, and all trademarks, service marks
and trade names (individually and/or
collectively, "Material"), are the
property of Donnay, its subsidiaries,
affiliates, licensors or suppliers and
are legally protected, without
limitation, under U.S. Federal and
State, as well as applicable foreign,
laws, regulations and treaties. Unless
the context clearly requires otherwise
or we explicitly say so in writing, the
term "Site" includes "Material" as well.
The Site is to be used solely for your
noncommercial and personal use and for
no other purposes. You must not alter,
delete or conceal any copyright or other
notices contained on the Site, including
notices on any Material you download,
transmit, print or reproduce from the
Site. You shall not reproduce, modify,
create derivative works from, display,
perform, publish, distribute,
disseminate, broadcast or circulate to
any third party (including, without
limitation, on or via a third party web
site), or otherwise use, any Material
without the express prior written
consent of Donnay or its owner if Donnay
is not the owner. Any unauthorized or
prohibited use of any Material, may
subject you to civil liability or
criminal prosecution, or both, under
applicable federal and state laws. We
require users to respect our copyrights
and other intellectual property rights.
We likewise respect the intellectual
property of others. On notice, we will
act expeditiously to remove content on
the Site that infringes the copyright
rights of others and will disable the
access to the Site and its services of
anyone who uses them to repeatedly
infringe the intellectual property
rights of others. If you believe that
the Site contains elements that infringe
your copyrights in your work, please
follow our Notice and Procedure for
Making Claims of Copyright Infringement.
4. ADVERTISING
From time to time, you may communicate
with, receive communications from, be
re-directed to, interact with, or
participate in or use the services or
obtain goods and services of or from,
third parties (e.g., advertisers) as a
result of your use of the Site. All such
communication, interaction and
participation is strictly and solely
between you and such third party and we
shall not be responsible or liable to
you in any way in connection with these
activities or transactions (including,
without limitation, any representations,
warranties, covenants, contracts or
other terms or conditions that may exist
between you and the third party or any
goods or services you may purchase or
obtain from any third party).
5. RULES OF CONDUCT
Your use of the Site is subject to all
applicable local, state, national laws
and regulations and, in some cases,
international treaties. You are solely
responsible for all activities, acts and
omissions that occur in, from, through
or under your user name or password. You
shall not use, allow enable others to
use the Site, or knowingly condone use
of this Site by others, in any manner
that is, attempts to, or is likely to:
• be, libelous, defamatory, indecent,
vulgar or obscene, pornographic,
sexually explicit or sexually, racially,
culturally, ethnically offensive,
harmful, harassing, intimidating,
threatening, hateful, objectionable,
discriminatory or abusive or which may
or may appear to, impersonate anyone
else;
• affect us adversely or reflect
negatively on us, the Site, our
goodwill, name or reputation or cause
duress, distress or discomfort to us or
anyone else, or discourage any person,
firm or enterprise from using all or any
portion, features or functions of the
Site, or from advertising, linking or
becoming a supplier to us in connection
with the Site;
• send or result in the transmission of
junk e-mail, chain letters, duplicative
or unsolicited messages, or so-called
"spamming";
• be used for commercial or business
purposes, including, without limitation,
advertising, marketing or offering goods
or services, whether or not for a charge
or through linking with any other web
site or web pages;
• transmit, distribute or upload
programs or material that contain
malicious code, such as viruses,
timebombs, cancelbots, worms, trojan
horses or other potentially harmful
programs or other material or
information;
• violate any laws, regulations
(including, without limitation, laws
regarding the transmission of technical
data or software exported from the
United States), judicial or governmental
order, any treaties or violate or
infringe upon any intellectual property
rights, rights of publicity or privacy,
or any other rights of ours or of any
other person, firm or enterprise; gain
unauthorized access to the Site, other
users' accounts, names, passwords, User
Information or other computers, web
sites or pages, connected or linked to
the Site or to use the Site in any
manner which violates or is inconsistent
with the terms and conditions of this
agreement;
• modify, disrupt, impair, alter or
interfere with the use, features,
functions, operation or maintenance of
the Site or the rights or use and
enjoyment of the Site by any other
person, firm or enterprise; or
• collect, obtain, compile, gather,
transmit, reproduce, view or display any
information, whether personally
identifiable or not, concerning any
other person, firm or enterprise, in
connection with their or your use of the
Site, unless you have obtained the
express, prior permission of such other
person, firm or enterprise to do so.
6. DEACTIVATION/TERMINATION OF YOUR
REGISTRATION
You may deactivate your account on the
Site, at any time and for any reason, by
clicking DonnayUSA.com to go to Your Account,
and then selecting the "Close Your
Account" option. We may terminate your
use of and registration on the Site, at
any time and for any reason, with or
without cause, without prior notice to
you and without any liability or further
obligation of any kind whatsoever to you
or any other party.
7. DISCLAIMER AND LIMITATIONS OF
LIABILITY
THIS SITE, AND ALL MATERIALS, PRODUCTS
AND POSTINGS ARE MADE AVAILABLE ON AN
"AS IS" AND "AS AVAILABLE" BASIS,
WITHOUT ANY REPRESENTATION OR WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED, OR ANY
GUARANTY OR ASSURANCE THE SITE WILL BE
AVAILABLE FOR USE, OR THAT ALL PRODUCTS,
FEATURES, FUNCTIONS OR OPERATIONS WILL
BE AVAILABLE OR PERFORM AS DESCRIBED.
Without limiting the foregoing, Donnay
is not responsible or liable for any
malicious code, delays, inaccuracies,
errors, or omissions arising out of your
use of the Site. As between you and
Donnay you are assuming the entire risk
as to the quality, accuracy,
performance, timeliness, adequacy,
completeness, correctness, authenticity,
security and validity of any and all
features and functions of the Site,
including, without limitation, Postings
and Materials associated with your use
of the Site.
YOU UNDERSTAND AND AGREE THAT, TO THE
FULLEST EXTENT PERMISSIBLE BY LAW,
NEITHER MTVNNOR ANY OF ITS SUBSIDIARIES,
AFFILIATES, ITS OR THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
LICENSORS, REPRESENTATIVES OR SUPPLIERS
SHALL BE LIABLE FOR ANY LOSS OR DAMAGE,
OF ANY KIND, DIRECT OR INDIRECT, IN
CONNECTION WITH OR ARISING FROM USE OF
THE SITE OR FROM THIS AGREEMENT,
INCLUDING, BUT NOT LIMITED TO,
COMPENSATORY, CONSEQUENTIAL, INCIDENTAL,
INDIRECT, SPECIAL OR PUNITIVE DAMAGES.
Notwithstanding any claim that a sole or
exclusive remedy which is provided in
this agreement may or does fail of its
essential purpose, you specifically
acknowledge and agree that your sole and
exclusive remedy for any loss or damage
shall be to have Donnay, upon written
notice from you to us, attempt to
repair, correct or replace any deficient
goods or services under this agreement
and, if repair, correction or
replacement is not reasonably
commercially practicable for Donnay, to
refund any monies actually paid by you
for the Product involved and to
terminate and discontinue your use of
the site. You further understand and
acknowledge the capacity of the Site, in
the aggregate and for each user, is
limited. Consequently some messages and
transmissions may not be processed in a
timely fashion or at all, and some
features or functions may be restricted
or delayed or become completely
inoperable. As a result, you acknowledge
and agree that Donnay assumes no
liability, responsibility or obligation
to transmit, process, store, receive or
deliver Postings or for any failure or
delay associated with any Postings and
you are hereby expressly advised not to
rely upon the timeliness or performance
of the Site for any Postings. Some
jurisdictions do not allow for the
exclusion of certain warranties or
certain limitations on damages and
remedies, accordingly some of the
exclusions and limitations described in
this agreement may not apply to you.
8. SHOPPING
All e-commerce on the Site is brought to
you by Donnay Ltd. All goods and
services offered for sale on the Site
("Products") are guaranteed against
defects in material and workmanship for
30 days from the date of the invoice for
pros and pro shops. Within that time
period, just contact Donnay and we will
coordinate attempting to correct, repair
or replace the defective Product or, if
applicable, in obtaining a refund for
you. We have no responsibility or
liability whatsoever for goods or
services you may obtain from or through
other web sites or web pages, even if
you were directed or linked to such a
site or page through the Site, nor are
we responsible for assisting you in
correcting any problem you may
experience with Products if you do not
notify us within the 30 day period noted
above or for any goods or services not
obtained directly on the Site. You agree
that your sole and exclusive remedy and
our sole, exclusive and maximum
liability arising from or relating in
any way to any Product shall be the
amount you actually paid us (or our
suppliers or other e-commerce partners)
for it. EXCEPT AS SPECIFICALLY SET FORTH
IN THIS AGREEMENT, WE EXPRESSLY DISCLAIM
ANY AND ALL LIABILITY ARISING FROM OR
RELATING IN ANY WAY TO ANY AND ALL
PRODUCTS. EXCEPT AS SPECIFICALLY MADE IN
WRITING, WE EXPRESSLY DISCLAIM ALL
REPRESENTATIONS AND WARRANTIES OF ANY
AND EVERY KIND, EXPRESS OR IMPLIED, WITH
RESPECT TO ANY AND ALL PRODUCTS,
INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTY OF MERCHANTABILITY OR OF
FITNESS FOR A PARTICULAR PURPOSE.
If a Product is listed at an incorrect
price or with incorrect information, we
reserve the right to refuse or cancel
orders placed for that Product, whether
or not the order has been confirmed and
even if your account has been charged
(in which event we will issue a credit
to your account in the amount of the
charge).
Our creation or transmission of an order
confirmation does not signify acceptance
of your order, nor constitute a binding
confirmation of an offer to sell any
Product and we reserve the right to
accept or decline your order for any
reason up until the time the Product is
actually delivered to you. We reserve
the right at any time, without prior
notice, to limit or reduce the quantity
you ordered of any Product and we will
notify you if we do so. All orders
placed over $100.00 (U.S.) must obtain
pre-approval with an acceptable method
of payment, as established by our credit
and authorization policies and practices
in effect at the time of your order. We
may contact you and require additional
information from you before we grant
such pre-approval. Products on the Site
are offered for sale only to end user
customers or as personal gifts to end
user customers and we reserve the right
to refuse, cancel or seek the return of
any Products that are purchased in
violation of the foregoing restrictions.
You are responsible for any taxes
imposed on the sale or use of Products
and applicable taxes will be added to
the amount charged for Products
purchased on the Site.
If an order consists of multiple items,
they may be shipped separately depending
on availability.
9. POSTINGS
Portions of this Site provide you and
other users an opportunity to submit,
post, display, transmit and/or exchange
information, ideas, opinions,
photographs, images, video, creative
works or other information, messages,
transmissions or material to us, the
Site or others ("Post" or "Postings").
Postings do not reflect the views of
Donnay and Donnay does not monitor,
endorse, edit or screen any Postings,
nor shall Donnay be liable for any
Posting that is in violation of this
agreement. In no event shall Donnay have
or be construed to have any
responsibility or liability for or in
connection with any Posting whatsoever;
however, if we determine, in our sole
discretion and judgment, that any
Posting does or may violate any of the
terms of this agreement, we reserve the
right, at any time and without limiting
any and all other rights we may have
under this agreement, at law or in
equity, to: (a) refuse to allow you to
Post; (b) remove and delete Postings;
(c) revoke your right to use the Site;
and/or (d) use any technological, legal,
operational or other means available to
Donnay to enforce the provisions of this
agreement, including, without
limitation, blocking specific IP
addresses or deactivating your
registration on mtv.com.
If a Posting originates from you or your
account, you hereby agree that: (a) you
are placing the Posting in the public
domain without reservation of any rights
or further control over the Posting or
its use and you specifically authorize
Donnay to use such Posting in whole or
in part, throughout the universe, in
perpetuity in or on any and all media,
now known or hereafter devised, and
alone or together or as part of other
information, content and/or material of
any kind or nature; (b) you represent
and warrant that (i) the Posting is
original to you or fully cleared for use
as contemplated herein, (ii) the Posting
does and will not, in any way, violate
or breach any of the terms of this
agreement, (iii) the Posting does not
contain libelous, tortious, or otherwise
unlawful information, infringe or
violate any copyright or other right, or
contain any matter the publication or
sale of which will violate any federal
or state statute or regulation, (iv) the
Posting is not obscene or in any other
manner unlawful, (v) the Posting shall
not be injurious to the health of the
user, and (vi) we shall not be required
to pay or incur any sums to any person
or entity as a result of our use or
exploitation of the Posting; (c) if your
Posting incorporates the name, logo,
brand, service or trademark, voice,
likeness or image of any person, firm or
enterprise, you specifically represent
and warrant that you have the right to
place such Posting in the public domain
and grant Donnay the right to use such
Posting as described above; and (d)
Donnay has the right to delete,
re-format and/or change your Posting in
any manner that Donnay may determine
(although you will not be responsible
for any changes made by Donnay).
Posting is for noncommercial purposes
only and you may not Post in any manner
which does or is intended to promote or
generate revenue for any business
enterprise or commercial activity.
If you believe that any content on the
Site (including, without limitation,
Postings) violates any of the terms of
this agreement, please
webmaster@donnayusa.com to send us a
message about it. We will not respond to
your message and we reserve the right to
take or refrain from taking any or all
steps available to us once we receive
any such message.
10. CONTESTS, SWEEPSTAKES, AUCTIONS AND
PROMOTIONS
From time to time, Donnay or its
suppliers and advertisers may conduct
promotions on or through the Site,
including, without limitation, auctions,
contests and sweepstakes ("Promotions").
Each Promotion will have additional
terms, conditions and rules which will
be posted or otherwise made available to
you and, for purposes of each Promotion,
will be deemed incorporated into and
form a part of this agreement (the
"Rules"). If any conflict arises between
this agreement and the Rules, the Rules
shall govern for purposes of your
participation or involvement in the
Promotion to which the Rules relate.
11. HYPERLINKS TO THIRD PARTY SITES
The appearance, availability, or your
use of URLs or hyperlinks referenced or
included anywhere on the Site or any
other form of link or re-direction of
your connection to, with or through the
Site, does not constitute an endorsement
by, nor does it incur any obligation,
responsibility or liability on the part
of, Donnay or any of its subsidiaries,
affiliates, agents, representatives,
licensors or suppliers. Donnay does not
verify, endorse, or have any
responsibility for any such third party
sites, nor for any goods or services
associated with or obtained in
connection with any such site. If any
third party site obtains or collects
personally identifiable information from
you, in no event shall Donnay assume or
have any responsibility or liability.
Please read our “privacy policy”, which
describes how Donnay collects and uses
your personal information.
12. INDEMNIFICATION
You agree to indemnify, defend and hold
Donnay, its subsidiaries and affiliates,
and their respective officers,
directors, employees, agents, licensors,
representatives and suppliers, harmless
from and against any and all claims,
actions, losses, expenses, damages and
costs (including reasonable attorneys'
fees), resulting from any breach or
violation of this agreement by you.
Donnay reserves the right to assume, at
its sole expense, the exclusive defense
and control of any such claim or action
and all negotiations for settlement or
compromise, and you agree to fully
cooperate with Donnay in the defense of
any such claim, action, settlement or
compromise negotiations, as requested by
Donnay.
13. PRIVACY
Donnay respects your privacy and the use
and protection of the personal
information (including any personal
information you provide as part of the
User Information you give us). Please
see our “privacy policy” for important
information and disclosures relating to
the collection and use of your
personally identifiable information in
connection with your use of the Site.
14. LAW THAT APPLIES TO THIS AGREEMENT;
MISCELLANEOUS TERMS
The Site is operated by or on behalf of
Donnay in the United States and is
intended solely and exclusively for
residents of the United States, its
territories and possessions, who are at
least 13 years of age or older. This
agreement, together with our “privacy
policy” and any other rules,
regulations, procedures and policies
which we refer to and which are hereby
incorporated by reference, contains the
entire understanding and agreement
between you and Donnay and supersedes
any and all prior or inconsistent
understandings relating to the Site and
your use of the Site. This agreement
cannot be changed or terminated orally.
If any provision of this agreement is
held to be illegal, invalid or
unenforceable, this will not affect any
other provisions and the agreement will
be deemed amended to the extent
necessary to make it legal, valid and
enforceable. Any provision which must
survive in order to allow us to enforce
its meaning shall survive the
termination of this Agreement; however,
no action arising out of this Agreement
or your use of the Site, regardless of
form or the basis of the claim, may be
brought by you more than one (1) year
after the cause of action has arisen (or
if multiple causes, from the date the
first such cause arose). This agreement
and your use of the Site is governed by,
construed and enforced in accordance
with the internal substantive laws of
the State of New York applicable to
contracts made, executed and wholly
performed in New York, and, for the
purposes of any and all legal or
equitable actions, you specifically
agree and submit to the exclusive
jurisdiction and venue of the State and
Federal Courts situated in the State and
County of New York and agree you will
not object to such jurisdiction or venue
on the grounds of lack of personal
jurisdiction, forum non conveniens or
otherwise. To the extent it may be
applicable, you agree with us, to opt
out from and expressly exclude any
applicability of the Uniform Computer
Information Transactions Act. IN ANY
ACTION OR PROCEEDING COMMENCED TO
ENFORCE ANY RIGHT OR OBLIGATION OF THE
PARTIES UNDER THIS AGREEMENT, YOUR USE
OF THE SITE OR WITH RESPECT TO THE
SUBJECT MATTER HEREOF, YOU HEREBY WAIVE
ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER
POSSESS TO A TRIAL BY JURY. |
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