constitute a legally binding agreement by and between Dizzy Goose Trading
Company LLC DBA www.ornamentvillage.com. (“OrnamentVillage.com”) and you
or your company (in either case, “You” or “Your”) concerning Your use of
OrnamentVillage.com’s website (the “Website”) and the services available
through the Website (the “Services”). By using the Website, You
represent and warrant that You have read and understood, and agree to be bound
by, the Agreement. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO
AND CEASE USING THE SERVICES.
THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18
YEARS OLD, AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS
UNDER APPLICABLE LAW. Any individual using the Website or Services on behalf of
a company further represents and warrants that they are authorized to act and
enter into contracts on behalf of that company. This Agreement is void where
to Your compliance with the terms and conditions of this Agreement,
OrnamentVillage.com grants You a non-exclusive, non-sublicensable, revocable as
stated in this Agreement, non-transferable license to access and make personal
use of the Website in connection with Your use of the Services, and not to
save, copy or download (other than page caching) or modify the Website, or any
portion of it, except with the express written consent of OrnamentVillage.com.
This license does not include any resale or commercial use of the Website or
its content; any collection and use of any product listings, descriptions or
prices; any derivative use of the Website or its contents; or any use of data
mining, robots, or similar data gathering and extraction tools. The Website, or
any portion of the Website, may not be reproduced, duplicated, copied, sold,
resold, visited, or otherwise exploited for any commercial purpose without the
express written consent of OrnamentVillage.com.
All rights not expressly granted hereunder are reserved by OrnamentVillage.com. This Agreement grants You no rights in or to the intellectual property of OrnamentVillage.com or any other party. OrnamentVillage.com retains ownership of the Website and Services and all right, title, and interest therein, including without limitation all intellectual property rights therein, and You acknowledge and agree that You are acquiring only a limited right to use the Website and Services as licensed hereunder. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
By using the Website, You consent
to the collection and use of certain information about You. OrnamentVillage.com
is committed to respecting the privacy rights of users of the Website. OrnamentVillage.com
Website, and to demonstrate its commitment to fair information practices and to
Website, and not to any Third-Party Websites, each of which may have data
collection, storage and use practices and policies that differ materially from
In order for You to use certain Services, You may be asked to provide to OrnamentVillage.com certain information that personally identifies You. Personal information such as Your name, company name, mailing address, and email address, financial data such as Your credit card number, and demographic data (such as Your zip code). In each case, You will be asked to provide personal information; the Website will not gather it surreptitiously. OrnamentVillage.com may supplement the personal information You provide with additional personal information gathered from public sources or from third-parties who may lawfully provide such information to OrnamentVillage.com. You are under no obligation to provide personal information, with the caveat that Your refusal to do so may prevent You from using certain Services.
uses Your contact data to send You information about OrnamentVillage.com and OrnamentVillage.com’s
products and services, and to contact You when necessary in connection with the
Services. OrnamentVillage.com uses Your financial data to verify Your
qualifications for certain Services and to bill You.
OrnamentVillage.com discloses personal information to those who help it provide Services, including those who perform technical, administrative and data processing tasks such as hosting, billing, shipping, fulfillment, and data storage and security.
OrnamentVillage.com will never sell, trade, or rent Your personal information to third parties without Your permission. Except when required to do so by law, or in response to a subpoena or court order, or when OrnamentCottge.com believes in its sole discretion that disclosure is reasonably necessary to protect the property or rights of OrnamentVillage.com, third parties or the public at large; OrnamentVillage.com will keep Your personal information private, and will not share it with third parties
OrnamentVillage.com has implemented and maintains reasonable security procedures and practices to protect against the unauthorized access, use, modification, destruction or disclosure of Your personal information.
connection with Your use of certain Services, You may be required to complete a
registration form. You represent and warrant that all information You provide
on any registration form or otherwise in connection with Your use of the
Website and Services will be complete and accurate, and that You will update
that information as necessary to maintain its completeness and accuracy.
attempts to be as accurate as possible in its product and pricing information;
however, OrnamentVillage.com cannot guarantee that product descriptions and/or
specifications, pricing or any other content on the Website are accurate,
complete, reliable, current or error-free. In the event that information is
incorrect due to typographical, informational, technical or other errors, OrnamentVillage.com
will not be liable for any loss or discrepancy with accurate data. If a product
offered on the Website is not as described, or does not meet your expectations,
Your sole remedy is to contact OrnamentVillage.com to discuss the problem,
whereby action may be taken.
otherwise noted, the price displayed for products on the Website represents the
full retail price listed on the product itself, suggested by the manufacturer
or supplier, or estimated in accordance with industry practice, or the
estimated retail value for a comparably featured item offered elsewhere.
Despite OrnamentVillage.com’s best efforts, a small number of items on the
Website may be mispriced. If an item’s correct price is higher than the stated
the price, OrnamentVillage.com will, at OrnamentVillage.com’s sole discretion,
either contact You for instructions before shipping or cancel Your order and
notify You of such cancellation.
placed on the Website are subject to product availability and will be shipped
according to OrnamentVillage.com’s shipping policies. Please review the
Shipping and Return Policy preceding this agreement for additional
CONSENT TO RECEIVE EMAIL
to time, OrnamentVillage.com may send You an email regarding special promotions
of its products and services. You may opt-out of receiving Email
Communications at any time by following the unsubscribe instructions contained
in each Email Communication.
imposes certain restrictions on Your use of the Website and the Services. You
represent and warrant that you will not: (a) violate or attempt to violate any
security features of the Website or Services; (b) copy or otherwise duplicate,
directly or indirectly, any portion of the Website, including without
limitation, all designs, information, photographs, images, drawings, videos,
music, text, typefaces, graphics, products, code, and other files, and the
selection, arrangement and organization thereof (collectively, “OrnamentVillage.com
Content”); (c) use any software that enables copying or duplication of OrnamentVillage.com
Content for later off-line viewing; (d) distribute, display, modify, transmit,
resell, reuse, or repost OrnamentVillage.com Content in any electronic form,
including any online service, the Internet or any other telecommunications
medium which now exists or shall exist in the future, for any purpose, without
the prior written permission of OrnamentVillage.com; (e) access content or data
not intended for You, or log onto a server or account that You are not
authorized to access; (f) attempt to probe, scan, or test the vulnerability of
the Services, the Website, or any associated system or network, or breach
security or authentication measures without proper authorization; (g) interfere
or attempt to interfere with the use of the Website or Services by any other
user, host or network, including, without limitation by means of submitting a
virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (h)
use the Website or Services to send unsolicited e-mail, including without
limitation promotions or advertisements for products or services; (i) forge any
TCP/IP packet header or any part of the header information in any e-mail or in
any uploading or posting to, or transmission, display, performance or
distribution by means of, the Website or Services; or (j) attempt to modify,
reverse-engineer, decompile, disassemble or otherwise reduce or attempt to
reduce to a human-perceivable form any of the source code used by
OrnamentCottge.com Parties in providing the Website or Services. Any violation
of this section may subject You to civil and/or criminal liability.
(a) Compliance with Law
You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. THE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS RESTS SOLELY WITH YOU.
(b) Copyrighted Materials;
OrnamentVillage.com Content and other materials available through the Website and Services are either owned by OrnamentVillage.com or are the property of OrnamentVillage.com’s licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2015 OrnamentVillage.com. ALL RIGHTS RESERVED.
As OrnamentVillage.com asks others to respect OrnamentVillage.com’s intellectual property rights, OrnamentVillage.com respects the intellectual property rights of others. If you have evidence, know, or have a good faith belief that your copyright rights or the copyright rights of a third party have been violated and you want OrnamentVillage.com to delete, edit, or disable the material in question, you must provide OrnamentVillage.com with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit OrnamentVillage.com to locate the material; (d) information reasonably sufficient to permit OrnamentVillage.com to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to our correspondence address listed on the Contact Us page. OrnamentVillage.com will respond to all such notices, including as required or appropriate by removing the offending material or disabling all links to the offending material. OrnamentVillage.com has adopted a policy that provides for the immediate suspension and/or termination of any user who is found to have infringed on the rights of OrnamentVillage.com or of a third party, or otherwise violated any intellectual property laws or regulations.
DISCLAIMERS; LIMITATION OF LIABILITY
(a) NO WARRANTIES.
ORNAMENTVILLAGE.COM, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORNAMENTVILLAGE.COM, ON BEHALF OF ITSELF AND LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER ORNAMENTVILLAGE.COM NOR LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER ORNAMENTVILLAGE.COM NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES.
(b) YOUR RESPONSIBILITY FOR
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD ORNAMENTVILLAGE.COM OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
(c) LIMITATION OF LIABILITY
THE LIABILITY OF ORNAMENTVILLAGE.COM AND ITS LICENSORS AND SUPPLIERS IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL ORNAMENTVILLAGE.COM OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO ORNAMENTVILLAGE.COM OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF ORNAMENTVILLAGE.COM AND LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO ORNAMENTVILLAGE.COM DURING THE YEAR PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN ORNAMENTVILLAGE.COM AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND ORNAMENTVILLAGE.COM OR BETWEEN YOU AND ANY OF ORNAMENTVILLAGE.COM’S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. ORNAMENTVILLAGE.COM’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
GENERAL REPRESENTATION AND WARRANTY
represent and warrant that Your use of the Website and Services will be in
accordance with this Agreement and any other OrnamentVillage.com policies, and
with any applicable laws or regulations.
INDEMNITY BY YOU
to defend, indemnify and hold harmless OrnamentVillage.com and its officers,
directors, employees, agents, affiliates, representatives, sublicensees,
successors, assigns, and contractors (collectively, the “OrnamentVillage.com
Parties”) from and against any and all claims, actions, demands, causes of
action and other proceedings (collectively, “Claims”), including but not
limited to legal costs and fees, arising out of or relating to: (i) Your breach
of this Agreement, including without limitation any representation or warranty
contained in this Agreement; (ii) Your access to or use of the Website or
Services; or (iii) Your provision to OrnamentVillage.com or any of OrnamentVillage.com
Parties of information or other data.
OrnamentVillage.com Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless OrnamentVillage.com Parties. You may not settle any Claim without the prior written consent of the concerned OrnamentVillage.com Parties.
GOVERNING LAW; JURISDICTION AND VENUE
Website, Services & Agreement
You agree that all matters relating to this Agreement, and Your access or use of the Website and Services, including without limitation all disputes and this Agreement’s interpretation, shall be governed by and construed in accordance with the laws of the State of Arizona without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT WILL BE THE STATE AND FEDERAL COURTS LOCATED IN OR NEAREST TO TUCSON, ARIZONA. THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.
LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, ORNAMENTVILLAGE.COM RESERVES
THE RIGHT TO, IN ORNAMENTVILLAGE.COM’S SOLE DISCRETION AND WITHOUT NOTICE OR
LIABILITY, DENY USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON
OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR
SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS
AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by OrnamentVillage.com.
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Subsequent to termination, OrnamentVillage.com reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP mapping and direct contact with Your Internet Service Provider.
If OrnamentVillage.com, in OrnamentVillage.com’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, OrnamentVillage.com will be entitled to recover from You as part of such legal action, and You agree to pay, OrnamentVillage.com’s reasonable costs and attorneys’ fees incurred as a result of such legal action.
OrnamentVillage.com Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement. Termination of this Agreement will not relieve You of Your obligation to pay any fees owed OrnamentVillage.com.
CHANGES TO THIS AGREEMENT
Internet technology and the applicable laws, rules, and regulations change frequently. ACCORDINGLY, ORNAMENTVILLAGE.COM RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME UPON NOTICE TO YOU, TO BE GIVEN BY THE POSTING OF A NEW VERSION OR A CHANGE NOTICE ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT PERIODICALLY. IF AT ANY TIME YOU FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES.
(a) Entire Agreement; Amendment
This Agreement constitutes the entire agreement between OrnamentVillage.com and You concerning Your use of the Website. This Agreement and any other written agreements executed between You and OrnamentVillage.com constitute the entire agreement concerning Your use of the Services. This Agreement may only be modified by a written amendment signed by an authorized executive of OrnamentVillage.com or by the unilateral amendment of this Agreement by OrnamentVillage.com and by the posting by OrnamentVillage.com of such amended version.
(b) Severability; Waiver
If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of OrnamentVillage.com. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
You and OrnamentVillage.com are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.
(e) Irreparable Injury
You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to OrnamentVillage.com and OrnamentVillage.com’s licensors and suppliers, and would therefore entitle OrnamentVillage.com or OrnamentVillage.com’s licensors or suppliers, as the case may be, to injunctive relief.