Terms and Conditions for the Online Sale of Goods
1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
BY PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH GREY DOG MEDIA, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS BY APPLICABLE LAW.
These terms and conditions (these “Terms”) apply to the purchase and sale of products through www.divvycontent.com (the “Site”). These Terms are subject to change by Grey Dog Media, LLC (referred to as “Grey Dog Media”, “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any product that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.
2. Order Acceptance and Cancellation.
You agree that your order is an offer to license, under these Terms, all products listed in your order. All orders must be accepted by us or we will not be obligated to license the products to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation e-mail with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of license between Grey Dog Media and you will not take place unless and until you have received your order confirmation e-mail. Except as provided herein, order shall be cancelled only by written agreement of both parties.
3. Prices and Payment Terms.
(a) In order to place an order for products from the Site, you will be required to purchase credits. The price charged for credits are subject to change without notice. The price charged for credits will be the price in effect at the time you purchase such credits. Posted prices do not include taxes. All such taxes and charges will be added to your total and will be itemized in your shopping cart. The credits purchased from the Site shall expire three (3) years from the date of purchase.
(b) All prices for the products posted on this Site are subject to change without notice. The price charged for a product will be the price in effect at the time the order is placed. Price increases will only apply to orders placed after such changes.
(c) Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
4. Returns and Refunds. WE OFFER NO REFUNDS ON ANY PRODUCTS LISTED ON THIS SITE.
5. Disclaimer of Warranties.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or this Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GREY DOG MEDIA NOR ANY PERSON ASSOCIATED WITH GREY DOG MEDIA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER GREY DOG MEDIA NOR ANYONE ASSOCIATED WITH GREY DOG MEDIA REPRESENT OR WARRANT THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
6. Limitation of Liability.
OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS THAT YOU HAVE LICENSED THROUGH THE SITE, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.
8. Intellectual Property Rights.
The Site and its entire contents, features, and functionality including, but not limited to, all information, software, text, displays, images, video and audio, Assets, and the design, selection and arrangement thereof are owned by Grey Dog Media, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws (“Intellectual Property Rights”). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, sublicense, redistribute, or rent any Grey Dog Media Content. Use of the Grey Dog Media Content for any purpose not expressly permitted by these Terms is strictly prohibited.
9. Use of the Term Sale.
All uses on this Site and in these Terms of the terms "sell," "sale," "resell," "resale," "purchase," "price" and the like mean the purchase or sale of a license. Each product and service marketed on this Site is made available solely for license, not sale, to you and other prospective customers under the terms, conditions, and restrictions of the license set forth herein.
10. License Grant.
Grey Dog Media hereby grants to you, the end user, a revocable, non-exclusive, non-sublicensable, non-transferable license solely to reproduce, display, modify, and create derivative works based on the licensed Grey Dog Media Content for purposes of personal and/or commercial use as provided herein. You may use the licensed Grey Dog Media Content in print, presentations, documents, broadcasts, websites and social media sites. However, you may not share or distribute the licensed Grey Dog Media Content in any way that would allow any other person or entity to use the Grey Dog Media Content without obtaining a license themselves. Your right to access and use the Grey Dog Media Content and receive services hereunder shall continue in effect only for so long as you timely pay all fees and otherwise comply with these Terms, unless such right is sooner terminated as set forth herein.
If you provide any other person or entity with access to any part of the Site in breach of these Terms, your right to use the Site will cease immediately and you must, at Grey Dog Media’s option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by Grey Dog Media. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. Any infringement on the intellectual property rights of Grey Dog Media or its licensors may subject you to civil and criminal penalties.
11. Not Included.
The license granted hereunder shall not include the use of font displayed on the various products on the Site. Grey Dog Media does not own the intellectual property rights to the fonts. If you wish to use the font as displayed on the product(s) or on the Site, you will be required to obtain your own license from the licensor.
The Grey Dog name, the Grey Dog logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Grey Dog Media or its affiliates or licensors. You must not use such marks without the prior written permission of Grey Dog Media. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.
You shall defend, indemnify and hold Grey Dog Media harmless from and against any and all costs, damages, claims or liabilities, including attorneys’ fees and court costs, arising from: (i) your misuse and/or mistreatment of the products, including the use of the products in a manner in which they were not intended of the products; (ii) your infringement of any patent, trademark, copyright, trade secret or other intellectual property rights of Grey Dog Media or any third party; and (iii) any negligence, products liability or other tort claim involving the products, including, but not limited to, any such claims relating to your use of the products.
14. Force Majeure.
We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by strikes, lockouts, labor troubles of any kind, accidents, perils of the sea, fire, earthquake, civil commotion, war, government acts, restrictions or requisitions or any other contingency beyond our control affecting production, transportation, loading, forwarding and/or performance of the products.
15. Governing Law and Jurisdiction.
All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Iowa, excluding choice of laws provisions. You irrevocably submit to the exclusive jurisdiction/venue of the courts and arbitration tribunals of or in the State of Iowa. All disputes, controversies or claims hereunder shall be settled by arbitration administered by the AAA, and judgment upon the arbitration award may be entered in any Iowa District Court. The arbitration shall be conducted by a sole arbitrator. The arbitrator shall have no authority to award any damage other than actual damages. All fees, expenses and arbitration costs, including but not limited to reasonable attorneys’ fees, incurred in connection with the arbitration will be paid by the non-prevailing party (which party shall be identified in the arbitrator’s award).
You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
17. No Waivers.
The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Grey Dog Media.
18. No Third Party Beneficiaries.
These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
20. Entire Agreement.