THE DUNN-EDWARDS TERMS OF USE (OUR TOU)

Introduction

Dunn-Edwards Corporation and/or its affiliates/subsidiaries (collectively, “Dunn-Edwards”) from time to time publishes (i) the www.dunnedwards.com website (our “Primary Website”) and other websites and portals, including without limitation, www.specsspaces.com (our Primary Website and such other websites and portals are, collectively, our “Websites”), and (ii) on social media websites used by Dunn-Edwards, including without limitation, at Facebook, Twitter, YouTube, and Linkedin (collectively, “Social Media”) certain pages (collectively, our “Social Media Pages”). Dunn-Edwards allows Content to be displayed on or linked to, from or via our Websites and Social Media Pages, including, without limitation, posts, blogs and e-newsletters (our Websites and our Social Media Pages displaying and/or linking Content are, collectively, our “Sites”).

 

Our Sites are governed by the terms and conditions set forth on our Primary Website in these Terms of Use. These Terms of Use include the provisions set forth below together with (i) our Privacy Policy, which you may view by clicking here (our “Privacy Policy”), and (ii) certain additional terms and conditions that may disclosed by us to you from time to time (all of which Terms of Use, Privacy Policy and additional terms and conditions are, collectively, the “TOU”). Our Sites include all web pages within our Websites and Social Media Pages existing from time to time and also include backup, mirror, replacement or substitute sites or pages we make available as part of the services we provide.

 

The entire contents of our Sites and any and all contents displayed, posted, linked, uploaded or downloaded to, from or via our Sites, including without limitation, any and all documents, text, images, music, sound, photographs, illustrations, icons, graphics, headers, data, information, software, code, design, animations, audio, video and audio-visual material, art, graphic material, feature, function, service, activity, promotion, proprietary information, data, databases, Intellectual Property (including distinctive identification such as logos), the selection, sequence, ‘look and feel’ and arrangement of items, and all copyrightable or otherwise legally protectable elements are referenced in the TOU as “Content.”

 

Our Social Media Pages are presented by Dunn-Edwards; however, Facebook, Twitter and other Social Media are owned by third parties unaffiliated with Dunn-Edwards. Our TOU applies to our Sites (consisting of our Websites and our Social Media Pages) only, and you are at all times subject to the additional terms of use, policies, and other terms and conditions of all third party websites (including Social Media) (collectively, “Third Party Website Terms”) where our Social Media Pages and other Content may appear. In this regard, Dunn-Edwards is not responsible for any Third Party Website Terms, including those that may be linked to or by our Sites. Accordingly, we urge you to review the Third Party Website Terms of all such third party websites (including Social Media) that you visit. Dunn-Edwards does not endorse and is not responsible for any ads or other Content that third party websites (including Social Media) may place on our Sites (including our Social Media Pages) or elsewhere.

 

Your use of our Sites constitutes your acknowledgment that you have read the TOU and agree to be bound by them. We at Dunn-Edwards reserve the right to change the TOU at any time without prior notice to you, and you will be bound by those changes. Therefore, we recommend that you review the TOU carefully each time you visit our Sites.

 

Your Online Account

Our Sites may allow you to create and register for an online account in order to access Content. As part of the process of registering for an account, you may choose a user name, email address, one or more security questions/ answers, and/or a password (or we may assign an initial password, which we will give you the option to change). All or part of this information may be used by Dunn-Edwards from time to time on our Sites or in other communications with you to confirm your identity.

 

Dunn-Edwards is pleased to permit you to have online access to Dunn-Edwards’ point-of-sale receipts, invoices, statements of account, account balances, account payment history and related information by registering for an online account at our Primary Website. Once you establish your online account, you may choose to opt-out of receiving paper invoices and account statements. By opting-out, you acknowledge and agree that you will no longer receive any Dunn-Edwards paper invoices or statements of account and that you will instead be responsible for viewing and being aware of such invoices, statements of account and related information in your online account. In this regard, you may be notified by email whenever a new Dunn-Edwards invoice or statement of account is available for you to view and print at our Primary Website. In connection with viewing your invoices and statements of account at our Primary Website, you may also be able to view and print copies of your point-of-sale receipts.

 

In addition, when you register for an online account you may be automatically subscribed to receive certain email notifications and Content from us (“Automatic Notices”), or we may give you the option to select and receive certain email notifications and Content from us (“Voluntary Notices”). You will always have the option to unsubscribe from both Voluntary Notices and Automatic Notices (as further described in our Privacy Policy).

 

By using your online account on our Sites, you agree that your account information will always be complete, accurate, and up-to-date. You will also be responsible for any activities that occur under your account. You should limit access to your account to the persons and access levels that you deem to be appropriate. Dunn-Edwards is not responsible for anyone whose access may have exceeded your authorization, and any activities that occur under your Dunn-Edwards account will be considered authorized by you.

 

In this regard, you are responsible for maintaining the confidentiality of any user name, email address, security answers, password, and other “Personal Information” (as that term is defined in our Privacy Policy). We are not liable for any harm caused or related to the disclosure, theft or misappropriation of your Personal Information or invoices, statements of account, account balance, account payment history, point-of-sale receipts, or any other information about you, or your authorization of anyone else to access or use any of your Personal Information or other information relating to you, and you will defend and indemnify us for any such harm as set forth in the Indemnification section below. You agree to immediately notify us if you become aware or believe there is or may have been any unauthorized use of your Personal Information or other information about you or any need to deactivate any of your Personal Information due to security or other concerns. You can change your password and security questions and answers as often as you like by contacting us as set forth in the Contacting Us section below, and for security reasons, you are encouraged to do so. Do not leave your computer unattended when logged into your account. When you are finished using our Sites, log out completely and close your browser. Remember, never disclose your confidential account information on Social Media or on our Social Media Pages.

 

Product Sales

To order any products from Dunn-Edwards, please contact a Dunn-Edwards store. For a list of Dunn-Edwards stores, please click here.

 

At present, Dunn-Edwards does not accept orders or conduct sales through our Sites. In addition, our Sites or email messages may contain references to Dunn-Edwards products or services that are not available in your state, country, or region, and such references are not intended to announce such products or services in your area. Dunn-Edwards cannot guarantee the availability of any particular product listed on our Sites or email messages, and we reserve the right to discontinue the sale of any product listed thereon at any time without notice.

 

All sales of Dunn-Edwards products from Dunn-Edwards stores are governed by our Dunn-Edwards Application & Summary Terms of Sale (“ASTOS”) and/or Terms of Sale (“TOS”). The TOS have control over any conflicting terms (i) in the ASTOS, (ii) in any Purchase Order or (iii) in any other document or communication from you to us. Please note that section 3.4 of the TOS (entitled “Authority of Customer’s Agents”) governs your rights and responsibilities with respect those who may purchase Dunn-Edwards products on your behalf. You may add to or delete from your list of persons who are your approved purchasing agents by logging into your Dunn-Edwards account. 

 

Contractor Directory

The Contractor Directory that is included on our Primary Website (the “Directory”) lists certain painting contractors who have established accounts with Dunn-Edwards and sets forth certain information about these contractors that the contractors have supplied to Dunn-Edwards. The Directory may also contain links to the websites, email or Social Media of certain listed contractors. While Dunn-Edwards believes that many of the best painting contractors in the business are listed in the Directory, Dunn-Edwards does not screen the contractors or verify the information about them that is included in the Directory or in their websites, email or Social Media. Accordingly, Dunn-Edwards makes no representation or warranty regarding, and shall have no responsibility for, (i) the status as licensed, bonded, or insured contractors of any of the contractors who are listed in the Directory; (ii) the availability, experience, qualifications, competence, or quality of work of any such contractors; or (iii) the currency or accuracy of any information that is included in the Directory or in any websites that are linked to the Directory. Moreover, Dunn-Edwards expressly denies liability and undertakes no responsibility for the results or consequences of any services that are provided by any of the contractors who are listed in the Directory. Further, the inclusion of a contractor in the Directory is no guarantee that the contractor will use only Dunn-Edwards paint. If you wish to use Dunn-Edwards paint for your project, be sure to specify it in your contract with your painting professional.

 

Intellectual Property

The trademarks, service marks, logos, trade names, copyrights, proprietary rights and other intellectual property (collectively, the “Intellectual Property”) used and displayed on our Sites are either registered or unregistered Intellectual Property of Dunn-Edwards or others. Nothing on our Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Intellectual Property displayed on our Sites, without the prior written permission of the Intellectual Property owner. If you suspect that Intellectual Property which you own has been used or copied on our Sites in a manner that infringes on your Intellectual Property rights, please advise us as described in the “Contacting Us” paragraph of the TOU.

 

Dunn-Edwards aggressively enforces its Intellectual Property rights to the fullest extent of the law. The trademark “Dunn-Edwards,” the Dunn-Edwards logo, and the other Dunn-Edwards Intellectual Property may not be used in any way, whether in advertising or publicity pertaining to distribution of products listed on our Sites or otherwise, without the prior written permission of Dunn-Edwards. Dunn-Edwards prohibits use of any Dunn-Edwards Intellectual Property as part of a link to or from any website or Social Media unless establishment of such a link is approved in advance by Dunn-Edwards in writing. If you wish to propose the establishment of such a link, please email Dunn-Edwards at online.info@dunnedwards.com. Other product and company names mentioned in our Sites may be the Intellectual Property of their respective owners. .

 

Set forth below is a partial listing of Dunn-Edwards’ registered and unregistered Intellectual Property:

 

Registered Trademarks:

ACOUSTIKOTE, ACRI FLAT, ACRI-HUES, ACRI-LOC, ALKYFALL, AQUAFALL, ARISTOGLO, ARISTOWALL, BLOCK-IT, BLOCK-RUST, COLOR-ARK, CONTRACTOR'S EDGE, CORROBAR, DECOGLO, DECOSHEEN, DECOVEL, DUNN-EDWARDS, DUNN-EDWARDS PAINTS, the DUNN-EDWARDS PAINTS Logo, DUNNLEADS, DURAFLO, DURA-TILT, ECOSHIELD, EFF-STOP, EG-FREE Text and Design, ENDURA-COAT, ENDURACRYL, ENDURAGLOSS, ENDURAPATCH, ENDURASEAL, ENDURAWALL, ENSO (Stylized), EVERSHIELD, EZ PRIME, Faucet in Square Design, FLEX-PRIME, FLEX-TEX, GALV-ALUM (under license from BIEC International, Inc.), GREENER BY DESIGN, INTER-KOTE, KWIK-TIP, Light Bulb in Diamond Design, MAX-WALL, ONYX, PALETTE PREVIEWER, PERFECTA GOLD, PERFECT PALETTE (Stylized), PERMAGLOSS, PERMASHEEN, PERMASHELL, PREP-SEAL, QUIK-TINT, QUIK-WALL, RANCHO, RECOVER, SATIN SHEEN, SILKY-FLO. SMART CAN, SPARTAGLO, SPARTAGLOSS, SPARTASHEEN, SPARTASHELL, SPECS+SPACES, STAINSEAL, SUMMERTIME PRO, Sun in Diamond Design, SUPER U-365, SUPER-LOC, SUPER-WALL, SUPREMA, SURFACO, SYN-LUSTRO, THE #1 CHOICE OF PAINTING PROFESSIONALS, THE ONE STOP PAINT SHOP, TILT-KOTE, TILT-PRIME, TITANIUM-PRO, ULTRA-GRIP, ULTRA-SCRUB, ULTRASHIELD, VERAFLAT, VERSAGLO, VERSAGLOSS, VERSASATIN, VERSAWALL, VIN-L-STRIPE. VINYLASTIC, WALLTONE.

 

Pending Trademark Applications:

888 DEPAINT, DUNN-HUB, SHOP-SPEC, SPARTAZERO, VERSASHIELD.

 

The absence of a trademark or service mark or logo from this list does not constitute a waiver of Dunn-Edwards’ trademark or other Intellectual Property rights concerning that mark or logo, etc.

 

Proprietary Rights to the Content

The Content is subject to copyright, trademark, proprietary rights or other Intellectual Property or licenses held by Dunn-Edwards or by third parties. Except as otherwise expressly authorized in the TOU, you may not use, copy, modify, or create derivative works of the Content, or distribute, publish, transmit, reuse, or repost the Content in any manner, or sell or attempt to sell the Content.

 

Use License

Dunn-Edwards grants you permission to view, link, display, post, share with third parties and print individual pages containing Content that we generate from or allow on our Sites for your own personal use, provided that (with the exceptions expressly authorized elsewhere in the TOU) you retain all copyright, trademark, proprietary or other Intellectual Property notices contained on such pages and comply and cause third parties with whom you share our Sites and/or Content to comply with the TOU. Dunn-Edwards reserves complete title and full Intellectual Property rights in any Content that you upload to or download from our Sites.

 

As a further condition of your use of Content that we generate from or allow on our Sites, you represent and warrant to Dunn-Edwards that you will not use such Content or our Sites for any purpose that is unlawful, immoral, or prohibited by the TOU, and that you will ensure that any posts, links, communications, advertising materials, form contracts, or other documents or materials you generate or display using any of the tools on our Sites will fully comply with the provisions of the TOU and with all applicable laws, including your avoidance of the following: (i) misrepresenting the existence, authorizing state, or number of a contractor’s license or identity of a user, (ii) tampering with our Sites, and (iii) conducting fraudulent activities.

 

Your Conduct

Our Website has tools that may allow you to upload or download Content through our Website and create flyers, letterhead, business forms, legal forms and other marketing materials and specifications pertaining to Dunn-Edwards products and services and the products and services of others. You agree that you, not Dunn-Edwards, are entirely responsible for, and assume all risks associated with, the uploading, downloading and/or use of such Content, including without limitation, whether or not to include, and the accuracy of information pertaining to, a contractor’s licensing status and other matters, and compliance with applicable law. This means that you, and not Dunn-Edwards, are entirely responsible for all Content that you upload, download, post, e-mail or otherwise transmit via our Website. Dunn-Edwards does not warrant or guarantee the accuracy, integrity or quality of such Content.

 

Our Sites have tools that may allow you to read, display, link, post, upload and/or download Content through our Sites and post comments or other Content and create flyers, letterhead, business forms, legal forms and other marketing materials and specifications pertaining to Dunn-Edwards products and services and the products and services of others. You agree that you, not Dunn-Edwards, are entirely responsible for, and assume all risks associated with, posting comments and other Content, uploading, downloading, displaying, linking and/or other use of such Content, including without limitation, whether or not to include, and the accuracy of information pertaining to, a contractor’s licensing status and other matters, and compliance with applicable law. This means that you, and not Dunn-Edwards, are entirely responsible for all Content that you upload, download, post, display, link via email or Social Media or otherwise transmit to, from or via our Sites. Dunn-Edwards does not warrant or guarantee the accuracy, integrity or quality of such Content.

 

In addition, you understand that by using our Sites, you may be exposed to third-party Content that is offensive, indecent, objectionable or even hateful or obscene. Under no circumstances will Dunn-Edwards be liable in any way for any third-party Content, including, but not limited to, for any errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use of any such Content posted, emailed or otherwise transmitted via our Sites.

 

Our Sites (consisting of our Websites and Social Media Pages) may from time to time contain Content that includes e-newsletters, blogs, bulletin board services, news groups, forums, communities, calendars, and/or other media designed to enable you to communicate with the public at large or with a group. You agree that when using Content in connection with our Sites, you will display, link, post, send and receive messages and material that are appropriate and lawful. By way of example, and not as a limitation, you agree that when using Content in connection with our Sites you will not:

 

(i) Upload, download, link, display, post, email or otherwise transmit any Content that is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another's privacy, hateful, or racially or ethnically inciteful.

 

(ii) Harm minors in any way.

 

(iii) Post untrue, inaccurate, outdated or incomplete information about yourself or others or impersonate any person or entity, including, but not limited to, a Dunn-Edwards employee, agent, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity.

 

(iv) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through our Sites.

 

(v) Upload, download, link, 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, trade secrets, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

 

(vi) Upload, download, link, post, email or otherwise transmit any Content that infringes any Intellectual Property or trade secret of any party.

 

(vii) Upload, download, link, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that may be expressly designated for such purpose.

 

(viii) Upload, download, link, post, email or otherwise transmit any material 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.

 

(ix) Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of our Sites are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges.

 

(x) Interfere with or disrupt our Sites or servers or networks connected to our Sites, or disobey any requirements, procedures, policies or regulations of networks connected to our Sites.

 

(xi) Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law .

 

(xii) “Stalk” or otherwise harass another .

 

(xiii) Collect or store personal data about other users or harvest or otherwise collect information about others, including email addresses, without their consent .

 

You acknowledge that Dunn-Edwards reserves the right (but may elect not) to pre-screen or monitor your or third-party Content. In this regard, Dunn-Edwards and its designees will have the right (but not the obligation) in their sole discretion to refuse your access to or move any Content that is available via our Sites. Without limiting the foregoing, Dunn-Edwards and its designees will have the right to remove any Content that violates the TOU or is otherwise objectionable.

 

You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Dunn-Edwards, submitted to Dunn-Edwards, or in any other parts of our Sites.

 

If you believe that any Content on our Sites violates the TOU, please feel free to contact us at the locations described in the “Contacting Us” paragraph set forth in the TOU. We reserve the right to take or refrain from taking any steps available to us once we receive any such information.

 

Your “Proud User” Conduct

Notwithstanding anything else in the TOU, if you are a painting contractor or other authorized professional who has registered on our Primary Website and maintains a cash or credit account with Dunn-Edwards, you may use the Dunn-Edwards “Proud User” logo and/or establish a link from your website or Social Media to our Sites, but only if you comply with the following additional terms and conditions:

 

(i) You may not incorporate or include any Dunn-Edwards Intellectual Property (or any Intellectual Property confusingly similar thereto) in your company name or domain name, or in the name of your services.

 

(ii) No materials on which the “Proud User” logo appears, and no website or Social Media that contains a link to our Sites, may (a) be obscene, disparaging, defamatory, or libelous to Dunn-Edwards, any of its products, or any other person or entity; or (b) directly or indirectly imply Dunn-Edwards’ sponsorship, affiliation, or endorsement of you or your services.

 

(iii) The “Proud User” logo may not be the most prominent visual element on any advertising materials, contracts, or other documents or materials on which it appears. Your company name, trade name, logo, and/or other Intellectual Property, and your graphics, must be significantly larger than the “Proud User” logo.

 

(iv) In using the “Proud User” logo, you must follow the Proud User Style Guide set forth on our Primary Website.

 

(v) You must cease all use of the “Proud User” logo, and terminate any link from your website or Social Media to our Sites, at any time upon Dunn-Edwards’ written request for any reason, or at any time should you cease to maintain a cash or credit account with Dunn-Edwards.

 

Errors on our Website

As is indicated in the disclaimer set forth below, Dunn-Edwards does not guarantee that the information contained on our Sites will be free of errors, inaccuracies, or omissions. Such errors, inaccuracies, or omissions may relate to product descriptions or availability, or to any other matters referenced on our Sites. Dunn-Edwards reserves the right to correct any error, inaccuracy, or omission or to change or update any product descriptions, product specifications, or other information on our Sites at any time without prior notice to you.

 

Disclaimer of Warranties

THE CONTENT ON OUR SITES IS PROVIDED AND USED “AS IS.” DUNN-EDWARDS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO SUCH CONTENT, AND DUNN-EDWARDS SPECIFICALLY DISCLAIMS AND NEGATES ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF OTHERS. DUNN-EDWARDS DOES NOT WARRANT THAT THE USE OF ALL OR ANY PORTION OR FUNCTION OF OUR SITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SITES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, DUNN-EDWARDS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE CONTENT ON OUR SITES, OR ON ANY WEBSITES OR SOCIAL MEDIA LINKED TO OUR SITES, OR OTHERWISE RELATING TO SUCH CONTENT. ANY SALES TOOLS, BUSINESS FORMS, CONTRACT FORMS, LEGAL INFORMATION OR MATERIALS, E-NEWSLETTERS OR BLOGS, OR OTHER CONTENT THAT ARE INCLUDED ON OUR SITES ARE INCLUDED FOR YOUR CONSIDERATION ONLY, AND NO REPRESENTATION OR RECOMMENDATION IS MADE BY DUNN-EDWARDS OR BY ANY OF ITS AGENTS, EMPLOYEES OR LAWYERS AS TO THE LEGAL SUFFICIENCY, ACCURACY, OR LEGAL EFFECT OF SUCH CONTENT. ANY PERSON USING OR REVIEWING SUCH CONTENT IS URGED TO SEEK THE ADVICE OF HIS OR HER OWN LEGAL AND OTHER COUNSEL BEFORE USING OR RELYING ON THE SAME.

 

Exclusions of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER DUNN-EDWARDS NOR DUNN-EDWARDS’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, OWNERS, AFFILIATES, LAWYERS, SUCCESSORS OR ASSIGNS (DUNN-EDWARDS AND SUCH OTHER PERSONS ARE, COLLECTIVELY, THE “DUNN-EDWARDS GROUP”) SHALL HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT ON OUR SITES, FOR YOUR ACTION OR INACTION IN CONNECTION WITH OUR SITES, OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH OUR SITES. YOUR USE OF OUR SITES IS AT YOUR OWN RISK. IN NO EVENT SHALL ANY OR ALL OF THE DUNN-EDWARDS GROUP BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OUR SITES, INCLUDING WITHOUT LIMITATION, YOUR USE OF, DELAYS IN, OR INABILITY TO USE OUR SITES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF DUNN-EDWARDS HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NONE OF THE DUNN-EDWARDS GROUP SHALL BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF ANY SECURITY BREACHES WITH RESPECT TO OUR SITES OR SOMEONE ELSE VIEWING OR USING YOUR PASSWORD, YOUR ACCOUNT, YOUR ACCOUNT INFORMATION OR ANY OTHER INFORMATION ABOUT YOU IN CONNECTION WITH OUR SITES, EITHER WITH OR WITHOUT YOUR KNOWLEDGE AND EITHER WITH OR WITHOUT THE FAULT OF ANY MEMBER OF THE DUNN-EDWARDS GROUP.

 

SOME STATES AND/OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. IF ANY EXCLUSION OR LIMITATION OF DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY LAW, THE DUNN-EDWARDS GROUP SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS PERMITTED.

 

Indemnification

YOU SHALL PROMPTLY AND FULLY PROTECT AND DEFEND THE DUNN-EDWARDS GROUP AGAINST ANY DEMANDS, CLAIMS OR ACTIONS BROUGHT AGAINST ANY OF THE DUNN-EDWARDS GROUP ARISING AS A RESULT OF ANY FEEDBACK FROM YOU, COMMUNICATIONS FROM YOU OR SOMEONE ELSE UNDER YOUR ONLINE ACCOUNT, USER NAME, SECURITY QUESTIONS AND ANSWERS, PASSWORD, EMAIL, OR OTHER PERSONAL INFORMATION OR INFORMATION RELATING TO YOU, USE BY YOU OF OUR SITES, USE, GENERATION, POSTING OR DISPLAYING BY YOU OF ANY CONTENT, OR ANY VIOLATION BY YOU OF THE TOU (INCLUDING WITHOUT LIMITATION, OUR PRIVACY POLICY) (EACH, A “CLAIM”), AND YOU SHALL PROMPTLY AND FULLY INDEMNIFY AND HOLD HARMLESS ALL OF THE DUNN-EDWARDS GROUP FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS) RESULTING FROM ANY SUCH CLAIM.

 

Right to Terminate

We have the right to discontinue, suspend or terminate your account and/or use of our Sites at any time, with or without cause and without any liability to you, including without limitation, any time we determine, in our sole judgment, that you or your use of our Sites may violate the TOU or applicable law.

 

Feedback, Content Submissions and Rights to Use

Dunn-Edwards welcomes your feedback regarding Dunn-Edwards products and services and your Content submissions to our Sites in compliance with the TOU. However, subject to our Privacy Policy, any feedback (including ideas, suggestions or other information) or Content that you provide to us shall be deemed to be non-confidential, and Dunn-Edwards shall be free to use or disclose such information on an unrestricted basis without compensating you in any way, including without limitation, for developing, manufacturing and marketing products and creating, modifying or improving our Sites, and you hereby assign all right, title and interest that you may have in and to such feedback and Content to Dunn-Edwards.

 

Without limiting the foregoing, Dunn-Edwards may use, reproduce, edit, display, transmit, prepare derivative works of, modify, publish, and otherwise make use of your feedback and Content in any and all media, including without limitation on our Sites, throughout the world and for any purpose, without compensation to you of any kind. If any such feedback or Content cannot be solely and exclusively owned by Dunn-Edwards, you hereby grant to Dunn-Edwards an irrevocable, world-wide, fully-paid, royalty-free license to use such feedback and Content as otherwise described in the TOU and for any other purpose.

 

Subject to our Privacy Policy governing Personal Information, Dunn-Edwards is not responsible for the confidentiality of any information communicated to our Sites, and by providing feedback or Content to our Sites, you waive any privacy expectations and agree that Dunn-Edwards has the right to use it for any purpose, including, but not limited to, advertising and promotional purposes, and even if you do not agree with or like the manner in which it is used, commented on, rated, etc. You also agree that Dunn-Edwards shall have no obligation to post, display, or otherwise make publicly available any feedback or Content from you.

 

By providing feedback and Content to Dunn-Edwards and/or to our Sites, you represent and warrant that, except as otherwise specifically disclosed by you to Dunn-Edwards in writing: (i) Such feedback and Content comply with all applicable laws, rules and regulations and do not infringe on any Intellectual Property, rights of privacy or publicity of any person, or any other right of any third party, and (ii) you have the full and unrestricted right to transfer your feedback and Content to Dunn-Edwards as described above, free and clear of any claims or encumbrances.

 

Contacting Us

If you have any questions about our Sites, the TOU, the Privacy Policy, the ASTOS or the TOS, or if you wish to contact Dunn-Edwards for any reason, please call us at (888) DE PAINT (1-888-337-2468), send us an email at online.info@dunnedwards.com, fax us at 323-826-2669, or write to us at:p>

 

Dunn-Edwards Corporation

Marketing Department

c/o Vice President, Marketing

4885 E. 52nd Place

Los Angeles, CA 90058-2884

 

Although Dunn-Edwards anticipates that it will in most circumstances receive your communications to one of the contact points provided above, Dunn-Edwards does not guarantee that it will receive all such communications timely and accurately, and it shall not be legally obligated to read, act on, or respond to any such email or other information. Be aware that email communications typically are not secure.

 

General

You agree that the TOU (including, without limitation, our Privacy Policy and any other terms and conditions that we may disclose to you from time to time) and your use of our Sites are governed by the laws of the State of California, USA (without reference to any conflicts of laws principles). You hereby consent to the jurisdiction and venue of the courts, tribunals, agencies, and other dispute resolution organizations in Los Angeles County, California, USA in all disputes arising out of, relating to, or concerning our Sites and/or the TOU.

 

Any claim, dispute, or controversy arising out of, relating to, or concerning our Sites and/or the TOU (including, without limitation, our Privacy Policy and any other agreements, terms and conditions governing the relationship between Dunn-Edwards and you other than the ASTOS or the TOS) shall be decided by binding arbitration in Los Angeles County, California, USA in accordance with the Rules of the American Arbitration Association, and judgment on any award of the arbitrator(s) may be entered by any court of competent jurisdiction. However, any party may seek preliminary injunctions, temporary restraining orders, or other provisional remedies in any court of appropriate jurisdiction, as provided in California Code of Civil Procedure Section 1281.8.

 

Dunn-Edwards has endeavored to comply with all legal requirements known to it in creating and maintaining our Sites, but makes no representation that information on our Sites is appropriate or available for use in any particular jurisdiction. Use of our Sites is unauthorized in any jurisdiction where all or any portion of our Sites may violate any legal requirements, and you agree not to access our Sites in any such jurisdiction. You are responsible for compliance with applicable laws.

 

Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the jurisdiction in which you reside and to comply with any other local laws affecting the transmission or posting of Content or affecting the privacy of persons.

 

If any provision of the TOU is invalid or unenforceable under applicable law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the other provisions of the TOU shall remain in full force and effect .

 

You agree that Dunn-Edwards may at any time change the TOU by posting an updated TOU on our Primary Website, and that any such change in the TOU shall be effective for all transactions or matters that are effected or arise after such posting .

 

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Dunn-Edwards as a result of the TOU or your use of our Sites.

 

The performance of Dunn-Edwards under the TOU is subject to existing laws and legal process, and nothing contained in the TOU is in derogation of the right of Dunn-Edwards to comply with law enforcement requests or requirements relating to our use of our Sites or information provided to or gathered by Dunn-Edwards with respect to such use.

 

The TOU (including without limitation our Privacy Policy) and any other terms and conditions that we may disclose to you from time to time constitute the entire agreement between you and Dunn-Edwards with respect to our Sites. The TOU supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Dunn-Edwards with respect to our Sites or the matters dealt with in the TOU .

 

Any alleged waiver by Dunn-Edwards of any breach of the TOU shall not be deemed to be a waiver of any future breach .

 

A printed version of the TOU and/or of any notice given by Dunn-Edwards in electronic form shall be admissible in judicial or administrative proceedings based upon or related to the TOU or your/our use of our Sites to the same extent and subject to the same conditions as other business documents and records originally generated and maintained by Dunn-Edwards in printed form.

 

The TOU was last modified and is effective as of June 15, 2011.

 

© Dunn-Edwards Corporation, 2011. All Rights Reserved.

 

 
 
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