Terms and Conditions

 

• 1. Welcome

 We are delighted to welcome you to the website (the "Site") of UDG. Please understand that this Site is offered to you, the user, conditioned upon your acceptance of the terms and conditions set forth in this agreement (the "Agreement"). By using this Site, you are accepting this Agreement in its entirety. If you do not agree to these terms and conditions of use, please do not use this Site. From time to time, when you use particular services or purchase products on this Site, you will come upon additional guidelines, rules, and policies applicable to such services or products. All such guidelines, rules, and policies are hereby incorporated by reference and will apply to your use of this Site. We ask you to take the time to read this Agreement carefully. The terms and conditions of this Agreement may be amended from time to time by UDG, its subsidiaries and affiliates (collectively, "UDG") by posting changes at the Site. Use by you after a change to these terms and conditions has been so posted by UDG shall constitute acceptance by you of such changed terms. If you do not wish to accept such changes, please do not use this Site. This Agreement was last revised on July 4, 2008.

• 2. UDG Web Sites

 UDG Web Sites include:

• - www.udggear.com
• - www.udgasia.com
• - www.udgusa.com

Your use of UDG Web Sites signifies your agreement to all the terms and conditions contained or referenced herein. If you do not agree to these terms and conditions you may not use UDG Web Sites. UDG reserves the right, at its sole discretion, to update or revise these Terms of Use without notice and you understand and agree it is solely your responsibility to visit this page from time to time to learn of changes and updates. Your continued use of UDG Web Sites following the posting of any changes to the Terms of Use constitutes acceptance of such changes. Your use of a particular UDG Web Site included within UDG Web Sites may also be subject to additional terms, conditions and notices governing specific services, features or offers listed elsewhere in this agreement or on such particular UDG Web Site ("Additional Terms"). In the event that any of the terms or conditions contained herein conflict with the Additional Terms then the Additional Terms shall control.

• 3. Use Limitations

UDG prepared this Site for your personal and non-commercial use. Please do not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, or create derivative works from information or material on this Site, except as follows: You may download and make one copy of the content and other downloadable items displayed on this Site for personal, noncommercial use only, provided that you maintain all copyright and other notices contained in such content. Copying or storing of any content for other than personal, noncommercial use is not permitted.

You understand and agree that all content and materials, including the design elements, available on UDG Web Sites (collectively "Intellectual Property") are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights of their respective owners and the laws and treaties of the United States and other countries. Unless expressly authorized by UDG to do so, you shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such Intellectual Property or any other content contained in UDG Web Sites. Systematic retrieval of data or other content from UDG Web Sites to create or compile, directly or indirectly, a collection, compilation, database or directory without express, prior written permission from UDG is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in these Terms of Conditions is prohibited.

• 4. Copyright Notices

URS B.V. owns the compilation copyright of this Site. © URS B.V. 2000-2008 All rights reserved. All content on UDG Web Sites, and UDG' rights therein, is protected and all of UDG' rights therein and thereto are expressly reserved. Third-party copyrights, trademarks, service marks, patents and other intellectual property are the property of their respective owners, and nothing contained herein conveys permission to you to use any UDG or third-party Intellectual Property except as UDG has the right to, and does, grant the same and not in any manner inconsistent with these Terms and Conditions.

• 5. Copyrighted Materials; Limited License

 a. Generally
UDG Web Sites contain various types of content including graphics, text, sounds, animated material, design and layout elements, and other copyrighted and similarly protected content owned or licensed by UDG or its third-party suppliers and clients. Users are not permitted to use this information in any manner or for any purpose other than as expressly authorized herein and in UDG Web Sites. The policies below relate solely to that content owned by UDG. For information, and permission to use, the content of third-party content rights owners, Users are directed to contact such third-party content rights owners directly.
By posting or submitting information (regardless of form or type, except for Personal Data as defined in the Privacy Policy) to UDG Web Sites, you explicitly and unreservedly (except as prohibited by law and limited by the Privacy Policy):

1. Grant UDG, its affiliates, and licensees the right to use, reproduce, display, perform, adapt, modify, distribute, have distributed, and promote the information in any form and for any purpose; and

2. Warrant and represent that you own or otherwise control all of the rights to the information and that public posting and use of such information by UDG will not infringe or violate the rights of any third party or violate any law.

b. Permission Granted to Users of UDG Web Sites
Acceptance of these Terms of Use, the Privacy Policy and Acceptable Use Guidelines conveys to accepting users permission to view, copy, download, and print, for personal use only, any copyrighted and other protected materials (but not trade or service marks or logos, whether registered or otherwise) owned by UDG and available on UDG Web Sites, subject to the following conditions:

1. Such materials may only be used for personal, non-commercial, and informational purposes. Under no circumstances may they be posted, distributed or modified in any manner or form whatsoever using technology now existing or hereinafter arising;

2. All copyright and other proprietary notices must be retained in such materials; and

3. Users may not reproduce, copy, or redistribute the design or layout of UDG Web Sites, individual elements of such design or layout, nor any trade or service marks or logos without UDG's prior express written permission.

c. Permission for Commercial Use
Reproduction, copying, or redistribution for any commercial purpose whatsoever of any materials or design elements on UDG Web Sites is strictly prohibited without UDG's prior express written permission. UDG reserves the right to grant such permission at its sole discretion upon written request for such permission reasonably detailing (i) what materials or design elements are at issue and their URL addresses, (ii) the nature of the use for which permission is sought, and (iii) the identity and nature of the entity requesting such permission. In addition, all such requests for permission must contain a statement to the effect that, if the permission sought is granted, the requesting entity shall defend and hold harmless UDG from any and all claims, liabilities, expenses and costs, including reasonable attorneys fees, that are connected in any way whatsoever with the requesting entity's use of the materials or design elements for which such permission is granted, and failure to include a statement to such effect shall conclusively disqualify any such request from consideration for the permission sought.
Requests for permission for commercial use should be in writing and directed to UDG at the mailing address at the end of these Terms of Use, attention: Legal Department.

d. Procedure for Making Claims of Copyright Infringement
UDG, its affiliates and subsidiaries respect and heed the intellectual property rights of others, and requires its third-party content suppliers and other vendors and its users to do the same. If, despite UDG's best efforts, a user believes any content on UDG Web Sites to be illegally infringing such user's intellectual property rights, such user is requested to contact UDG in writing at the mailing address at the end of these Terms of Use, attention: Legal Department. Any such notice shall be in writing and shall include (i) a reasonably detailed explanation of what materials or design elements are at issue, their allegedly infringing use, and their URL addresses within UDG Web Sites, (ii) the location (physical or electronic, and if electronic and network-accessible, the URL) of each alleged protected original of such material or design, (iii) a statement to the effect that there is a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, (iv) a statement by the author of such notice, made under penalty of perjury, that the above information in such notice is accurate and that such author is the copyright owner or authorized to act on the copyright owner's behalf, and (v) the electronic or physical signature of the author of such notice, including such author's name, address, telephone number, and email address.

• 6. Warranty

The information and other material published on this Site may include inaccuracies or typographical errors. Changes are periodically made to the information contained herein. UDG reserves the right to change the Site at any time, in its discretion. UDG does not warrant that the functions contained in the Site or any materials or content contained therein will be uninterrupted or error free, that defects will be corrected, or that the Site or the server that makes it available is free of viruses or other harmful components. UDG shall not be liable for the use of the Site, including, without limitation, the content and any errors contained therein.

Limited Warranties for UDG products purchased through the on-line ordering features are set out in the Customer Care section on this Website.

EXCEPT FOR THE FOREGOING LIMITED WARRANTIES, UDG MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE INFORMATION, SOFTWARE, MATERIALS, PRODUCTS OR SERVICES CONTAINED OR DISCUSSED ON THIS SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, MATERIALS, PRODUCTS OR SERVICES ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMISSIBLE BY LAW WITHOUT WARRANTY OF ANY KIND AND ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. IN NO EVENT SHALL UDG BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, MATERIALS, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THIS SITE OR THROUGH HYPERTEXT LINKS TO THIRD PARTY SITES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED WEB SITE, EVEN IF UDG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM UDG'S NEGLIGENCE OR GROSS NEGLIGENCE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, UDG'S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

UDG DOES NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE SITE. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON SUCH OPINION, ADVICE, STATEMENT OR INFORMATION SHALL BE AT YOUR SOLE RISK. UDG RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE. UDG DOES NOT AND CANNOT REVIEW ALL MATERIALS, IF ANY, POSTED TO THE SITE BY USERS, AND UDG IS NOT RESPONSIBLE FOR ANY SUCH MATERIALS POSTED BY USERS. HOWEVER, UDG RESERVES THE RIGHT AT ALL TIMES TO DISCLOSE ANY INFORMATION AS NECESSARY TO SATISFY ANY LAW, REGULATION OR GOVERNMENT REQUEST, OR TO EDIT, REFUSE TO POST OR TO REMOVE ANY INFORMATION OR MATERIALS, IN WHOLE OR IN PART, THAT IN UDG'S SOLE DISCRETION ARE OBJECTIONABLE OR IN VIOLATION OF THIS AGREEMENT.

ADDITIONAL DISCLAIMERS APPEAR WITHIN THE BODY OF THE SITE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THIS SITE OR THE MATERIAL THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY.

• 7. Outside Sites

UDG Web Sites may produce automated search results or directly provide links to other Internet web sites ("Outside Sites"). Outside Sites are not under the direct or indirect control or direction of UDG, and you acknowledge that UDG is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such Outside Sites. The existence of, or links to, Outside Sites does not imply endorsement of the site, or its content, by UDG. At the same time this Site may contain links to sites operated by third parties. Such links are provided for your reference and convenience only. UDG is not responsible for the content, products, services, statements or privacy policies in, offered, made or asserted in such sites. The mere inclusion of such links within this Site does not constitute any endorsement of the material on such Sites or any association with their operators. UDG reserves the right to de-link from any and all third party sites at any time. Third parties wishing to link to this Site should do so only to the Site's home page. No use UDG or any other materials on this Site may be made in connection with such link without UDG' approval and UDG' reserves the right to bar such link at any time.

• 8. No unlawful or prohibited use

Please note that we require of you, as a condition of your use of this Site, that you will not use this Site or post any information or material on this Site, for any purpose or in any manner that is unlawful, violates any third party's rights, or is prohibited by these terms, conditions and notices. You understand that UDG may suspend or terminate your access to its site in its discretion if you violate this provision or any other provision of the Agreement and that UDG may delete all or any portion of any material you post.

• 9. Use of information and suggestions provided by you regarding this Site

In the event you provide to UDG or post any material, information, suggestions or comments on or through the Site about the Site, the way in which UDG conducts its business, or the operation of the Site, UDG reserves the right to use such material, information, suggestions or comments in its discretion, with no compensation or credit to you. You hereby grant to UDG a nonexclusive, perpetual, worldwide, royalty free license to utilize and publish such information and material, in whole or in part. However, use by UDG of information by which you may be identified (such as your name, address, social security number and telephone number), will be governed by the Site's Privacy Policy, discussed below.

• 10. Use of your suggestions to UDG regarding new products, features of processes

a) A submission will not in any way establish a confidential relationship nor will it place UDG in the   position of receiving a submission in trust; and UDG shall not be obligated and makes no commitment to treat or maintain as confidential such submissions.

(b) UDG shall have the right to retain any material submitted to it, to make copies thereof and to retain the same in its files.

(c) No obligation is assumed by UDG or may be implied by the receipt or examination of the submission unless or until a formal written agreement signed by UDG and by you, and then UDG obligations shall be only as expressed in that written agreement.

• 11. Changes in the Site

Please be aware, that, like all Internet sites, this Site is a work in progress. Therefore, UDG may change, suspend or discontinue any aspect of the Site at any time, including the availability of any Site feature, database or content. UDG may also impose limits on certain features and services or restrict your access to parts or all of the Site without notice or liability.

• 12. Your Representations and Warranties

You represent, warrant and covenant that:

(a) you shall not upload from, post or transmit to, or distribute or otherwise publish through the Site any materials which (I) restrict or inhibit any other user from using the Site, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other right, (v) contain a virus or other harmful component, (vi) contain advertising of any kind, (vii) are false regarding you, or (vii) constitute or contain false or misleading indications of origin or statements of fact;

(b) all information you provide about yourself shall be true and accurate

(c) you are at least 18 years old (or are using this Site with the permission of your parents)

(d) you shall be responsible for all orders placed by you or with your authorization or by individuals to whom you have given authorization to use your credit card or similar payment mechanisms.

• 13. Your Password

In the event your activity on the Site requires the use of a password, please keep this password in a safe place. You agree to keep any password that you may be given during your use of the Site secret and not to share it with anyone. Should you share your password with anyone of fail to take reasonable steps to keep it secure, you shall be responsible for all activity conducted with your password.

• 14. Your indemnification

You agree, upon notice, to defend, indemnify, and hold harmless UDG, its subsidiaries and other affiliated companies, and their employees, contractors, officers, directors and shareholders from any and all liabilities and claims of whatever nature, and expenses, including reasonable attorney's fees, that arise from your use or misuse of UDG Web Sites. UDG reserves the right, at its sole discretion, to assume the exclusive defense and control of any matter subject to indemnification by you hereunder. In the event of such election you shall fully cooperate with UDG in asserting any available defenses.

• 15. Legal Compliance

UDG makes no representation that the content on UDG Web Sites is appropriate or available for use in locations outside the United States, and accessing the same from jurisdictions where such content is illegal is prohibited. You understand and agree that your access and use of UDG Web Sites is at your own initiative and risk, and in compliance with, and pursuant to, the laws of the jurisdiction from where you initiate such access and/or the laws of the jurisdiction where you use UDG's services.

• 16.           Choice of Law & Forum

These Terms and Conditions shall be governed by and be construed in accordance with the laws of the Netherlands, excluding its laws as to choice of law. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or your use of UDG Web Sites shall be filed exclusively in the Netherlands, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action, and waive any argument of inconvenient forum.

• 17.           Severability and Integration

This agreement constitutes the entire agreement between you and UDG with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals whether oral, written, or electronic between you and UDG with respect to UDG Web Sites and the content thereof. If any part of these Terms of Use shall be held invalid or unenforceable by a court or other governmental body of competent jurisdiction, such portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

• 18. Termination

UDG reserves the right, in its sole discretion and without notice, to terminate your access to all or part of UDG Web Sites for violation of these Terms of Use.

• 19. Communicating with UDG

UDG is happy to receive comments about and suggestions to improve these Terms of Use, the Privacy Policy and the Acceptable Use Guidelines. If a user would like to communicate his or her comments or suggestions, or believes UDG has failed to abide by any of these agreements, such user is encouraged to contact UDG at any of the following listings:

Attn: Legal Department
URS B.V.
PO Box 144
6920 AC Duiven
The Netherlands
info@udggear.com
© 2000-2010 URS B.V.
All rights, foreign and domestic, reserved.