TERMS OF USE

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND PRODUCT TREND, LLC AND ITS AFFILIATES (“WE” OR “PRODUCT TREND”).   THIS DOCUMENT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS.  PRODUCT TREND IS WILLING TO LICENSE THE USE OF THIS WEBSITE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.  YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE AGREEMENT (“AGREEMENT”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THIS WEBSITE, AND OTHER PRODUCT TREND SERVICES (COLLECTIVELY, THE “SITE” OR “WEBSITE”).  THIS AGREEMENT ALSO CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. 

By accessing and/or using the Site, you accept and agree to these Terms of Use.  If you do not agree to these terms and conditions, you should immediately cease use of this Site.  We may revise these Terms of Use at any time by updating this page.  By using the Website, you agree to be bound by any such changes.

TERMS AND CONDITIONS

License Grant

This Agreement provides you with a limited, non-exclusive, non-transferable, and non-sublicenseable license to use the Website solely for your personal use or your internal business purposes.

License Restrictions

The foregoing license is limited.  You therefore may not (1) use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the Website (or any part thereof) in any manner not expressly permitted by this Agreement, (2) reverse engineer, decompile, disassemble, translate, or create any derivative work of the Website (or any part thereof); (3) access, link to, or use any source code from the Website (or any part thereof); or (4) erase or remove any proprietary or intellectual property notice contained in or on the Website (or any part thereof).  In addition, you acknowledge and agree that exceeding the scope of the license herein shall be a material breach of this Agreement and subject to the termination provisions set forth herein.

Use of Material from this Site

Subject to Product Trend’s right to monitor or audit compliance, you acknowledge that it is solely your responsibility to maintain your compliance with the terms and conditions of this Agreement.  By accessing or using the Website, you also agree to be responsible for and to abide by all applicable local, state, national, and international laws, regulations, rules, and guidelines with respect to your use of the Website.  In addition, you agree to assume all responsibility for your use, and the results of your use, of the Website, including meeting any requirements of your contracts with third parties or other persons.

We maintain the Website for your non-commercial personal use. Your use of the Website for any other purpose is permissible only with our prior written consent. Without limiting the foregoing, you agree not to: (1) use the Website in a commercial manner, including by distributing, transmitting or publishing the Website or any of its content; (2) interfere with others’ use of the Website; (3) forge headers, impersonate another person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Product Trend on or through the Site; (4) impair the Website’s operation or interfere with or disrupt the servers or networks connected to it; (5) interfere with our intellectual property rights; (6) frame or otherwise co-brand the Website or any of its content; (7) upload, post, e-mail or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (8) upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (9) upload, post, e-mail or otherwise transmit any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or network; (10) upload, post, email, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary, and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (11) use the Website for any illegal purpose; (12)  use any “deep link,” “page scrape,” “robot,” “spider,” or any other device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Site or in any way reproduce or circumvent the navigational structure or presentation of the Site in order to obtain or attempt to obtain any materials, pictures, documents, or any other information through any means not purposely made available through the Site; (13) attempt to gain unauthorized access to (a) any portion or feature of the Site, (b) any other systems or networks connected to the Site, (c) any Product Trend server, or (d) to any of the services offered on or through the Site, by hacking, password “mining,” or any other illegitimate or prohibited means, (14) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site, (15) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Product Trend’s systems or networks or any systems or networks connected to the Site, (16) use the Site to harvest or collect e-mail addresses or other contact information; or (17) use the Site in a manner that could damage, disparage, or otherwise negatively impact Product Trend. You further represent that Product Trend has the right to rely upon all information provided to Product Trend by you, and Product Trend may contact you by email, telephone or postal mail for any purpose, including but not limited to (1) follow-up calls, (2) customer satisfaction surveys, and (3) inquiries about any orders you placed, or considered placing, at or through the Website. You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Transactions

All transactions made through the Website are subject to our acceptance, which is in our sole discretion. Without limitation, this means that we may refuse to accept or may cancel any reservation or transaction, whether or not the reservation or transaction has been confirmed, for any or no reason, in our sole discretion, and without liability to you or any third party.

Privacy

Any information that you submit to us or that we collect through the Website is subject to our Privacy Policy, the terms of which are incorporated into these Terms of Use.

Proprietary Rights

The contents of the Site, including all software, design, text, graphics, images, photographs, illustrations, audio and video material, artwork, databases, user interfaces, visual interfaces, sounds, artwork, presentations in any format, computer code (including html code), products, information, and documentation, as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of the Website (collectively, “Material”) unless otherwise indicated, are owned, controlled, and licensed by Product Trend, LLC. or its licensors Any rights granted hereby are expressly licensed.  Product Trend does not grant any implied right to you or any other person and does not transfer or assign any ownership or intellectual property interest or title in or to the Website (or any part thereof) to you or anyone else.  Accordingly, your unauthorized use of the Website (including any Material) may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes.  The Website and Material is Copyright 2011 Product Trend, LLC. and/or its licensors.  You must not alter, delete or conceal any copyright or other notices contained on the Website or Material, including notices on any audio/visual material you access, download, transmit, display, print or reproduce from the Website.  You shall not, nor will you allow any third party (whether or not for your benefit), to 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 website), or otherwise use, any Material without the express prior written consent of Product Trend or its owner if Product Trend is not the owner.  Product Trend and all other names, logos, and icons identifying Product Trend and its products and services are proprietary trademarks of Product Trend (or its affiliates), and any use of such marks, including, without limitation, as domain names or account identifiers, without the express written permission of Product Trend, is strictly prohibited.  Other product and company names mentioned herein or on the Site may be the trademarks and/or service marks of their respective owners.

Feedback

Product Trend welcomes your feedback and suggestions about Product Trend’s products or services or with respect to how to improve the Site.  But, by transmitting any feedback or suggestions and any related information, material, or other content (collectively, “feedback”) to Product Trend, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey such feedback to Product Trend.  In addition, any feedback received by Product Trend will be deemed to include from you a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Product Trend to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such information, material, or content, and you hereby waive any claim to the contrary.

REPRESENTATIONS AND WARRANTIES

You represent to Product Trend that (1) you are at least the legal age of majority; (2) you are authorized to enter into this Agreement; (3) you will not use the Site or the Materials for any purpose or in any manner that violates any law or regulation or that infringes the rights of Product Trend or any third party; (4) any information or data provided to Product Trend by you will not violate any law or regulation or infringe the rights of Product Trend or any third party; (5) all information that you provide to us in connection with the Site (e.g., name, e-mail address, and/or other information) is true and accurate; and (6) you are authorized and able to fulfill and perform the obligations and meet the conditions of a user as specified herein.

WARRANTY DISCLAIMERS

THE WEBSITE AND MATERIALS ARE PROVIDED “AS-IS.”  PRODUCT TREND DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE WEBSITE OR MATERIALS IN TERMS OF AVAILABILITY, ACCURACY, RELIABILITY, CURRENTNESS, COMPLETENESS, FUNCTIONALITY, INTENDED PURPOSE, OR OTHERWISE.  PRODUCT TREND DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR MATERIALS WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS.  THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE IS WITH YOU.  PRODUCT TREND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.  

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRODUCT TREND, LLC OR THROUGH THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND.

LIMITATION OF LIABILITY

Product Trend shall have no responsibility to provide you access to the Site.  You acknowledge and agree that Product Trend shall not be liable or responsible for any claim, damage, or loss resulting, directly or indirectly, from a cause beyond Product Trend’s control, including, but not limited to, offers or promotions made available on the Website, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions.  MOREOVER, YOU AGREE THAT IN NO EVENT SHALL PRODUCT TREND NOR ANY OF ITS SUBSIDIARIES OR THIRD-PARTY CONTENT PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES RELATING TO OR RESULTING FROM YOUR USE OR INABILITY TO USE THIS SITE OR ANY OTHER SITE YOU ACCESS THROUGH A LINK FROM THIS SITE OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF ELECTRONIC MAIL MESSAGES YOU SEND US, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF PRODUCT TREND HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.  WITHOUT LIMITATION OF THE FOREGOING, TOTAL LIABLITY OF PRODUCT TREND FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SITE, RESULTS FROM USE OF THE WEBSITE, OR FOR ANY CLAIMS RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID TO PRODUCT TREND FOR ANY PRODUCT OR SERVICE.  THESE SHALL BE CONSIDERED LIQUIDATED DAMAGES AND NOT A PENALTY EVEN IF PRODUCT TREND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY, IF ANY, SHALL BE COMPLETE AND EXCLUSIVE.

Indemnification

You agree to release, discharge, defend, indemnify and hold harmless Product Trend and its officers, directors, employees, agents, affiliates, third party information providers, licensors, contractors and others involved in the delivery of products, services or information through the Site (collectively, “Indemnified Parties”), arising from, in connection with, or relating to, any breach of these Terms of Use by you, including breaches arising from your use of the information obtained through the Website.  You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees and litigation expenses of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed through the Site or related website(s). 

Governing Law

This Agreement has been made in and will be construed and enforced solely in accordance with the laws of the State of Vermont in the United States of America, as applied to agreements entered into and completely performed in the State of Vermont (without regard to conflict of law principles).  The state or local courts in the State of Vermont will have exclusive jurisdiction and venue over all controversies in connection with this Agreement, and you hereby consent to such exclusive and personal jurisdiction and venue.  Any claim you might have against Product Trend must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred.  In addition, you agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.  You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement and is hereby disclaimed. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other documents and records originally generated and maintained in printed form.  If any Material on this Site, or your use of the Site, is contrary to the laws of the jurisdiction where you are when you access it, the Site is not intended for you, and we require that you not use the Site.  Those who choose to access this Site from outside the United States do so on their initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.  You are responsible for informing yourself of the laws of your jurisdiction and complying with them.

BINDING ARBITRATION.

ANY CLAIM OR DISPUTE RELATING IN ANY WAY TO YOUR USE OF THE SITE OR THESE TERMS OF USE SHALL BE SUBMITTED TO CONFIDENTIAL ARBITRATION, except that either party may seek interim relief from any state or federal court in the party’s state of residence to protect the party’s intellectual property rights. ARBITRATION WOULD REMOVE YOUR RIGHT TO LITIGATE A CLAIM IN COURT OR TO HAVE A JURY TRIAL ON THAT CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. IT IS IMPORTANT THAT YOU READ THIS PROVISION CAREFULLY BEFORE ACCEPTING THESE TERMS OF USE.  The arbitration will be administered by the American Arbitration Association (“AAA”) under its then-current arbitration rules. If any AAA rule conflicts with these Terms of Use, these Terms of Use shall control. You can obtain procedures, rules, and fee information from the AAA at www.adr.org or 1-800-778-7879.  Any participatory arbitration hearing that you attend shall take place in Vermont.  Vermont state law will apply during the arbitration.  The judgment upon the award rendered by the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction. Unless inconsistent with applicable law, each party shall bear the expense of their respective attorneys’, experts’ and witness fees, regardless of which party prevails in the arbitration.

No Class Actions

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CONSOLIDATED OR CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING. YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST PRODUCT TREND IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Enforcement

You have no reasonable expectation of privacy while using the Website because Product Trend reserves the right to view, monitor, and/or record activity on the Website (in accordance with applicable law) and to comply with government or court appointed authorities when necessary.  Actual or attempted unauthorized use of the Website may also result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law.  You shall therefore not, nor shall you permit any third party to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure established by Product Trend for use of or with the Website.  Moreover, you also acknowledge that any breach, threatened or actual, of this Agreement by you may cause irreparable injury to Product Trend and/or its licensors, such injury would not be quantifiable in monetary damages, and Product Trend and/or its licensors would not have an adequate remedy at law.  You therefore agree that Product Trend and/or its licensors (or on their behalf) shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement.  Accordingly, you hereby waive any requirement that Product Trend or its licensors post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Product Trend to enforce any provision of this Agreement.

Site Modifications

We reserve the right, in our sole discretion, to modify, suspend or discontinue any part of the Website at any time, without notice or liability to you or any third party. We also reserve the right, in our sole discretion, to impose limits on certain features and services.

Links

This Site may include links to other sites, some of them operated by affiliated companies of Product Trend, LLC and some of them operated by third parties.  These links are provided as a convenience to you and as an additional avenue of access to the information contained therein.  Product Trend, LLC is not responsible for the content or privacy policies of any third party linked site or any link contained in a third party linked site.   Product Trend expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites, and the inclusion of a third-party link on the Site does not imply our endorsement of those third party companies or products.  If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.

Notice and Take-Down Procedures; Copyright Agent

If you have a good faith belief that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you can submit a Notice of Claimed Infringement (NOCI) to Product Trend by providing the following information:

Our agent designated to receive claims of copyright or other intellectual property infringement may be contacted as follows:

     Legal Affairs Department
     Product Trend, LLC
     291 Hurricane Lane
     Williston, VT  05495
     Phone:  (802) 876-1500
     Fax:  (802) 876-1590

Termination

We reserve the right in our sole discretion to terminate or restrict your use of the Site, without notice, for any or no reason, and without liability to you or any third party.  You acknowledge and agree that Product Trend shall have the sole right to determine in its reasonable discretion whether you are engaging in any unauthorized activity and/or violating any term or conditions of this Agreement.  You may also terminate at any time by ceasing to use the Site.  But, all applicable provisions of this Agreement will survive termination, as outlined below.  Any licenses from Product Trend and any right to use the Website shall immediately cease upon termination of this Agreement.  The provisions concerning feedback, Product Trend’s ownership rights, representations and warranties, warranty disclaimer, limitation of liability, governing law, enforcement, termination, and the miscellaneous terms will survive the termination or expiration of this Agreement for any reason.

Miscellaneous

If any provision of these Terms of Use is held to be invalid or unenforceable, that provision shall be construed consistent with applicable law, and the remaining provisions shall be enforced.  In the event any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, you agree that unless it materially affects the entire intent and purpose of this Agreement, the invalidity, voidness, or unenforceability shall affect neither the validity of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope of such section. Our failure to enforce any provision of these Terms of Use shall not constitute a waiver of that or any other provision. These Terms of Use set forth the entire agreement between you and us in connection with your use of the Website.  The relationship between you and Product Trend is and shall be that of independent contractors and nothing in this Agreement shall be construed or used to create or imply any relationship of partners, joint venturers, or employer and employee.  You may not assign or otherwise transfer this Agreement or the license granted hereunder or delegate any of your duties specified herein, in whole or in part, without Product Trend’s prior written consent.  Any attempt of assignment, delegation, or transfer in violation of this Agreement shall be void, of no effect, and a material breach of this Agreement.  Notwithstanding the foregoing, Product Trend may assign this Agreement in whole or in part.  Moreover, Product Trend may delegate its rights and responsibilities or use contractors or agents to fulfill its obligations under this Agreement.  This Agreement and Product Trend’s Privacy Policy, which is hereby incorporated by reference as if set forth fully herein, represent the entire agreement between you and Product Trend with respect to the subject matter herein, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Product Trend with respect to the Website.  Any rights not expressly granted herein are reserved by Product Trend.  Please note that Product Trend reserves the right to change the terms and conditions of this Agreement and by which the Website is extended to you by providing you in writing or electronically a copy of such revised terms (or notice thereof).  Product Trend also has the exclusive right to provide updates, upgrades, or changes to, or to suspend, discontinue, or modify any aspect of the Website at any time.  Your continued use of the Website following any such change to such Website will be deemed acceptance to be bound by any such change to this Agreement or the Website.

Contact Us

If you have any questions about these Terms of Use, please email us at legalaffairs@hamptondirect.com or write to us at Product Trend, LLC, 291 Hurricane Lane, Williston, VT  05495.