Terms and Conditions
These Terms of Use apply to Dansko.com/Retailer/ referred to as "this Site".
These terms are effective as of:
8/1/2011
TERMS OF USE- RETAIL BUSINESS CUSTOMERS
Thank you for visiting this Site. Access to and use of this Site and the information, materials, products and services available through this Site are subject to all applicable laws and regulations and these Terms of Use. This Site is owned and operated by Dansko LLC Dansko LLC is referred to herein as “Dansko”, “we”, “us”, and “our”. The terms "you" and "your" when used in these Terms of Use means the user of this Site.; Use of the Site is solely limited to the designated and authorized employees of retail businesses that have an existing business relationship with Dansko, including the Dansko LLC Standard Terms and Conditions of Sale Agreement ;(the “Retail Agreement”) relating to the sale of Dansko’s products.; If you are not the representative of a retail business of this kind, or are otherwise not the valid holder of login information to this Site, please immediately exit this Site.; The term “Content” means any and all postings, messages, text, files, “Hi-Res Images,” “Web Images,” other images, photos, video, sounds, logos, trademarks, “Ad Slicks”, marketing concepts, ideas or suggestions or other materials posted on, transmitted through, and available through this Site.; “Term” means the period in which you are permitted by Dansko to access this Site and use the Content for the purposes and within the confines outlined in these Terms of Use.
By accessing, browsing, and/or downloading at this Site, you accept these Terms of Use as a legally binding agreement. If you do not agree to any or all of the provisions found in the Terms of Use, DO NOT USE the Site.
Dansko may change these Terms of Use from time to time without specific notice to you. The latest Terms of Use will be posted on this Site, and you should always review these Terms of Use prior to using this Site to ensure that you have a current understanding of the Terms of Use under which you are permitted to access this Site. ;Your continued use of the Site constitutes your agreement to be bound by any such revisions and you should therefore periodically visit this page to review the then current Terms of Use.
USAGE
Neither this Site, nor any portions thereof, may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, except as permitted in the Grant of Rights section of these Terms of Use.
Permission is hereby granted to the extent necessary to lawfully access and use this Site and/or information, materials, products and/or services available on it to display, download, archive and print in hard copy, portions of this Site, including those containing Dansko logos and materials, for use strictly in connection with and to facilitate your Retail Agreement with Dansko, provided you do not modify the materials and that you retain any and all copyright and other proprietary notices contained in the materials.
Dansko neither warrants nor represents that use of Content displayed on this Site will not infringe rights of third parties not owned by or affiliated with Dansko.
Your use of and browsing of this Site are at your risk. Neither Dansko nor any other party involved in creating, producing, or delivering this Site is liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to, or use of, this Site. Without limiting the foregoing, everything on this Site is provided to you "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. Dansko also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in this Site or your downloading of any materials, data, text, and/or images from this Site.
INTELLECTUAL PROPERTY RIGHTS
Generally, this Site and its design, text, content, selection and arrangement of elements, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to this Site are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) laws, including without limitation those of the United States, and all rights therein are the property of Dansko or the material is included with the permission of the rights owner and is protected pursuant to applicable copyright and trademark laws.
COPYRIGHTS
You, and any of your affiliates, agents, employees or any entity affiliated and/or controlled by you, acknowledge, understand and agree that Dansko has sole and exclusive ownership of all right, title and interest in and to the Content, and any and all materials or works contained therein, and all registrations and applications therefore.; You, and any of your agents, employees or any entity affiliated and/or controlled by you, further acknowledge, represent and warrant that you have not acquired, and shall not acquire, whether by operation of law, these Terms of Use, or otherwise, any right, title, interest, or other ownership in or to the Content.
TRADEMARKS
You, and any of your affiliates, agents, employees or any entity affiliated and/or controlled by you, acknowledge, understand and agree that Dansko has sole and exclusive ownership of all right, title and interest in and to Dansko’s trademarks, and all registrations and applications therefore.; You, and any of your agents, employees or any entity affiliated and/or controlled by you, further acknowledge, represent and warrant that they have not acquired, and shall not acquire, whether by operation of law, exercise of its rights to the Content under these Terms of Use, or otherwise, any right, title, interest, or other ownership in or to Dansko’s trademarks.
Dansko’s trademarks are protected by federal and state law in the United States and throughout the world, and may not be copied or imitated except as provided by the Grant of Rights herein. Dansko’s trademarks include (but are not limited to) the following trademarks: DANSKO, THE WING DESIGN, and SKANDO.
GRANT OF RIGHTS
When using this Site, Dansko hereby grants you the non-exclusive, terminable, worldwide right for the duration of the Term and pursuant to these Terms of Use to download, copy, display or otherwise use and include the Content of this Site in connection with your sale of Dansko products under your Retail Agreement with Dansko to sell Dansko products in your stores or other retail locations.; This grant of rights cannot be sublicensed.; This Grant of Rights to the Content and Dansko’s intellectual property permits you to use the Content, including Dansko’s copyrighted content, trademarks and other intellectual property solely in connection with and to facilitate and accompany your sales efforts to sell Dansko products under your Retail Agreement with Dansko.
VERIFICATION OF EXERCISE OF RIGHTS
Dansko shall have the right to verify your adherence to these Terms of Use.; Such verification shall include, at Dansko’s discretion, the right to inspect your retail or other locations where you are offering Dansko products for sale pursuant to your Retail Agreement to verify that any materials downloaded from the Content of the Site are being used in accordance with these Terms of Use.
RESERVATION OF RIGHTS;
Dansko reserves all rights to the Content not expressly granted to you herein.
ACKNOWLEDGEMENT OF RIGHTS
You acknowledge Dansko’s intellectual property rights in and to the Content and that the Content is the valuable property of Dansko.
LIMITATION OF USE OF CONTENT
You expressly understand that the your use of the Content is limited to use as necessary in order to use the Content in accordance with these Terms of Use and your Retail Agreement with Dansko, as described herein.
NO LIMITATIONS ON DANSKO
Except as expressly set forth herein, nothing contained in these Terms of Use shall in any way restrict, impair, limit, or affect Dansko’s ownership of or rights in the Content, or any materials contained therein, including permitting third parties to use the Content or Site.
NO CONVEYANCE OF OWNERSHIP
Dansko retains all right, title, and interest in and to the Content and any and all other copyrights, trademarks, and other proprietary rights therein.
NO SUBLICENSES
You shall have no right to license or sublicense any right to use the Content or assign of transfer all or any part of this Grant of Rights or all or any of the rights and obligations granted or bestowed upon you in order to facilitate your sales of Dansko products pursuant to your Retail Agreement.
NO LIMITATIONS ON DANSKO
Except as expressly set forth in these Terms of Use, nothing contained in these Terms of Use shall in any way restrict, impair, limit, or affect our ownership of or rights in and to the Content, including permitting third parties to use the Content in any way.
SUBMITTED CONTENT
By submitting any Content to be used on this Site, you grant to Dansko a worldwide, irrevocably, royalty-free right and license, with the perpetual right and license to copy, reproduce, modify, edit, make derivative works, distribute, publish (publicly or otherwise), display, link to, and otherwise use the Content in any media for any purpose including but not limited to publication on this Site, advertising, and other commercial uses in connection with this Site.
TERM
Unless sooner terminated by either party in accordance with the provisions of these Terms of Use, the Term of your use of this Site and the Content shall commence upon your acceptance of these Terms of Use and shall expire upon the expiration of your Retail Agreement with Dansko, unless otherwise terminated pursuant to the Termination provision herein.
TERMINATION
Dansko may terminate the Terms of Use and any grant of rights and obligations granted or bestowed upon you hereunder at any time for any reason without any notice whatsoever.; You agree that no fees or payment will be due to you upon any termination of these Terms of Use by Dansko.
Unless sooner terminated by either party in accordance with these Terms of Use, the Term shall expire upon the expiration of your Retail Agreement with Dansko.
Your right to use this Site and its Content will terminate (i) upon termination by Dansko for any reason without notice, or (ii) immediately upon your ceasing to do business for any reason or (iii) upon breach of these Terms of Use.;
EFFECT OF EXPIRATION OR TERMINATION
Upon any termination or expiration of these Terms of Use and the rights granted hereunder, you shall immediately cease all display, advertising, and any and all other uses of the Content.; Upon termination, all rights granted under this Agreement will immediately and automatically terminate.
INFRINGEMENT
You shall inform us promptly if you learn of any goods or activities which infringe, or which may reasonably infringe, the Content or Dansko’s trademarks, or any other intellectual property rights now or hereafter owned by Dansko.; You shall provide, at your own expense, complete information, cooperation, and assistance to Dansko concerning such infringements and/or potential infringements, and any consequent further investigation and/or legal action.; Upon learning of such infringements and/or potential infringements, we shall have the right, but not the obligation, at our sole discretion, to take such action as we consider necessary or appropriate to enforce our rights, including without limitation legal action to suppress or eliminate the infringements and/or to settle any such dispute and/or action.;
HYPERLINK DISCLAIMER
This Site may contain links and/or advertisements to other websites maintained by us in addition to links to websites maintained by unrelated companies and persons. An advertisement of, or link to, a non-Dansko website does not mean that we approve, endorse or accept any responsibility for that website, its content or use, or the use of products and services made available through such website.
We are not responsible for the actions, content, accuracy, opinions expressed, privacy policies, products or services provided through these links or made available through these resources or appearing in such websites, nor for any damages or losses, directly or indirectly, caused or alleged to have been caused as a result of your use or reliance on such websites.
Such websites are not investigated, monitored or checked for accuracy, completeness or conformance with applicable laws and regulations by us. We do not make any representations whatsoever, or give any warranties of any kind, expressed, implied, or otherwise about other websites which you may access through this Site, the content thereof, or the products and/or services made available through such websites. If you decide to leave our Site and access these other websites, you do so at your own risk. All rules, policies (including privacy policies) and operating procedures of such websites will apply to you while on such websites.
DATA PROTECTION CONSENT
By agreeing to these Terms of Use, you agree to the terms of our Privacy Policy. Before using this Site please read through all these documents carefully. All personal data provided to us as a result of your use of this Site will be handled in accordance with our Privacy Policy. Posting or transmitting of any unlawful, threatening, libelous, defamatory, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or violation of any law is strictly prohibited.
We reserve the right to monitor your communications with us whether by mail, voice, fax, e-mail or any other form of transmission for the purposes of quality control, security and other business needs.
DISCLAIMER
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, DANSKO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE CONTENT OR MATERIALS CONTAINED THEREIN, INCLUDING THE VALIDITY OF DANSKO’S RIGHTS IN THE; CONTENT IN ANY COUNTRY, AND DISCLAIMS ANY AND ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE LAW.
NO WARRANTIES
WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS WEBSITE OR ITS CONTENTS WHICH ARE PROVIDED FOR USE "AS IS" AND ON AN "AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS WEBSITE AND ANY WEBSITE WITH WHICH IT IS LINKED. WE DO NOT WARRANT THAT THIS WEBSITE, ITS SERVERS OR E-MAIL SENT FROM US WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES). WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE INFORMATION ACCESSIBLE VIA THIS WEBSITE, OR ANY WEBSITE WITH WHICH IT IS LINKED, IS ACCURATE, COMPLETE, OR CURRENT. WE DO NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.
The information and all other materials on this Site are provided for general information purposes only and do not constitute professional advice. It is your responsibility to evaluate (or take professional advice on) the accuracy and completeness of all information, statements, opinions and other material on this Site or any website with which it is linked.
EXCLUSION OF LIABILITY
To the fullest extent permitted by applicable laws we, on behalf of our employees, agents, suppliers, and contractors, exclude AND DISCLAIM liability for any losses and expenses of whatever nature and howsoever arising including, without limitation, any direct, indirect, special, punitive, or consequential damages, loss of use, loss of data, loss caused by a virus, loss of income or profit, loss of or damage to property, claims of third parties, or other losses of any kind or character, even if we have been advised of the possibility of such damages or losses, arising out of or in connection with the use of this website or any website with which it is linked. You assume total responsibility for establishing such procedures for data back up and virus checking as you consider necessary. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS.
These Terms of Use give you specific legal rights and you may also have other rights which vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations & exclusions set out in these Terms of Use may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in these Terms of Use shall apply to the fullest extent permitted by the laws of such applicable jurisdictions.
YOUR OBLIGATIONS
You are responsible for providing and maintaining all computer and communications equipment and Internet access accounts necessary to gain access to this Site.
In consideration of your use of this Site, you agree to use this Site in a manner consistent with any and all applicable rules and regulations. You agree not to upload or transmit through this Site any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to this Site is strictly prohibited. Dansko reserves all rights and remedies available to it.
You agree to indemnify, release and hold us harmless as well as our officers, directors, agents, representatives and employees from any claim, liability, loss, expense or demand, including legal fees, related to your violation of these Terms of Use or your access or use of this Site (including any information, materials, products or services available through this Site).
AUTHORITY
Dansko represents that Dansko has the requisite corporate authority to offer and enter into these Terms of Use and to grant and/or accept the grant of rights hereunder, and that there are no outstanding assignments, grants, licenses, encumbrances, obligations or agreements that would prevent Dansko from performing under these Terms of Use.
YOUR INDEMNIFICATION OF DANSKO
You agree to indemnify, defend, and hold Dansko, its representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors and assigns harmless from and against any and all claims, demands, obligations, costs, losses and liabilities, including reasonable attorney fees incurred by Dansko, its representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors and assigns which arise out of a claim (i) arising out of any alleged or actual injury of any kind to person or damage to property arising out of your use of the Content (but not related to the Content itself), (ii) alleging copyright and/or trademark infringement arising out of your marketing, advertising or use of the Content or Dansko trademarks in any way that is not in accordance with these Terms of Use, (ii) arising out of any alleged or actual violation by you of any applicable statute, regulations, rules, or laws, or (iii) arising out of any breach by you of any representations, warranties or covenants hereunder or resulting from a breach of these Terms of Use by you.; You also agree that Dansko shall select its own counsel to defend Dansko against any and all claims for which we desire indemnification from you.
EQUITABLE RELIEF
You agree and understand that a breach of these Terms of Use will cause Dansko irreparable damage that cannot be readily remedied by monetary damages in an action at law and may also constitute an infringement of Dansko’s copyright and trademark rights and rights under the laws of unfair competition.; In the event of a default or breach by you, including any action by you which could cause some loss or dilution of Dansko’s goodwill, reputation, or rights in any of Dansko’s trademarks, you agree that Dansko will be entitled to an immediate injunction in addition to any other remedies available, to stop or prevent such irreparable harm, loss, or dilution.
COMPLIANCE WITH LAWS
You shall comply with all applicable laws and regulations in your use of the Content.
RELATIONSHIP AS SEPARATE ENTITIES
It is expressly understood and agreed that you and Dansko are separate legal entities.; Nothing contained in these Terms of Use, or your acceptance thereof, shall be deemed or construed by the parties hereto, nor by any third party, as creating any partnership or joint venture relationship between the parties hereto.; Nothing in these Terms of Use shall constitute or permit either party to execute on behalf of the other any contract or other document, or to bind or otherwise obligate the other party.; Neither party is an agent or employee of the other and neither has any right nor any authority to assume or create any obligation of any kind, express or implied, on behalf of the other, nor shall the acts or omissions of either create any liability for the other.; The parties further agree that neither party shall obligate or purport to obligate the other by issuing or making any affirmations, representations, warranties or guaranties with respect to the Content.
MODIFICATION AND DISCONTINUATION
We reserve the right to modify, edit, delete, suspend or discontinue, temporarily or permanently this Site (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Site.
ENTIRE UNDERSTANDING
These Terms of Use (together with our Privacy Policy, which is expressly incorporated herein) contain the entire understanding between you and us with respect to use of this Site and no representation, statement, inducement oral or written, not contained herein shall bind any party to this agreement.
SEVERABILITY AND NON-WAIVER
Our failure to enforce any provision of these Terms of Use shall not be deemed a waiver of such provision nor of the right to enforce such provision, and a waiver by us of any right under these Terms of Use on any occasion will not in any way constitute a waiver of such right or any other right on any other occasion. In the event any provision of these Terms of Use is determined to be invalid, such invalidity will not affect the validity of the remaining portions of these Terms of Use, and the parties will substitute for the invalid provision a provision which most closely approximates the intent and economic effect of the invalid provision. These Terms of Use will apply in lieu of and notwithstanding any specific legend or statement associated with any particular document or information exchanged.
LAW & JURISDICTION
These Terms of Use shall be subject to, governed by and construed under the laws of the Commonwealth of Pennsylvania in the United States of America, without regard to conflict of law principles. Your access to, or use of, this Site or information, materials, products and/or services on this Site may be prohibited by law in certain countries or jurisdictions. You are responsible for compliance with any applicable laws of the country from which you are accessing this Site.
You hereby consent and waive all objection to the exclusive jurisdiction of the federal and state courts in the Commonwealth of Pennsylvania and venue therein to resolve any controversy or claim of whatever nature arising out of or relating to use of this Site. However, we retain the right to bring legal proceedings in any jurisdiction where we believe that infringement of this agreement is taking place or originating.
HEADINGS
The section headings in these Terms of Use are for convenience only and do not in any way define, limit, or describe the scope thereof, or the intent or content of any provision thereof.
CONTACTING US
If you have any questions regarding these Terms of Use or any other matter, you may refer to our contact us directly through our website, at the following address: http://www.dansko.com/Contact Us/.
You may also contact us by mail at:
Dansko, Inc.
8 Federal Road
West Grove, PA 19390
Attention: Webmaster
1-800-DANSKO4 (1-800-326-7564)