The following Terms of Use (the "Terms") is a binding agreement between you, a user of at least 18 years of age or a single entity ("You" or collectively "Users") and Wheelbuilder, Inc., a California corporation and its affiliates ("Wheelbuilder") regarding your use of the Wheelbuilder web site (located at www.Wheelbuilder.com) (“Site”). By using this Site to obtain information or to shop at our online store, or to access information on Wheelbuilder custom built bicycle wheels (“Wheelbuilder Services”), you agree to be bound by these Terms. Even though the Site is primarily targeted to United States residents, it may be accessed in other parts of the world because the services are accessed through the Internet. If you are not a resident of the United States and use the Site, you acknowledge, understand and agree that you are doing so on your own initiative and at your own risk and that it is your responsibility to make sure that your use of the Site complies with all applicable laws in your country of residence. Please note that any data you enter into the Site will be transferred outside your country for use by Wheelbuilder and its affiliates for any of the purposes described herein and, therefore, by providing data, you hereby expressly consent to such transfers of your data to the United States and/or other countries. You also understand that such other countries to which this data may be transferred may not have the level of data security protection as in your country. In addition, we may make information we receive on our Site available to businesses and affiliates worldwide. Wheelbuilder reserves the right, at Wheelbuilder's discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Site. Your continued use of the Site after the posting of changes constitutes your binding acceptance of such changes. Except as stated elsewhere, such amended Terms will automatically be effective thirty (30) days after they are initially posted on the Site. Users of this Site include users who may also be contributors of content, information, and other materials, products or services on the Site. Certain products, services, or content available on this Site may be governed by additional terms, which are posted in connection with those products, services, and content. You understand that when using this Site, you may be exposed to User Submissions from a variety of sources, and that Wheelbuilder is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Wheelbuilder with respect thereto, and agree to indemnify and hold Wheelbuilder, its affiliates, directors, shareholders, officers and employees, harmless to the fullest extent allowed by law regarding all matters related to your use of this Site.
OWNERSHIP OF MATERIALS
All materials displayed on this Site are for your personal use only (collectively, the"Materials"), and are the intellectual property of Wheelbuilder, its licensors, affiliates and its suppliers. The Materials are protected by copyright, patent, trademark and other laws, international conventions and proprietary rights and all ownership rights to the Materials remain with Wheelbuilder, its licensors, affiliates, or its suppliers, as the case may be. All trademarks, service marks, and trade names are proprietary to Wheelbuilder or its affiliates and/or third party licensors. Except as expressly authorized by Wheelbuilder, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make use of the Materials.
USER SUBMISSIONS AND CONDUCT
The Comments Section, if any, of the Site is accessible to all Users of this Site. You shall be solely responsible for your own User Submissions and Content and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Wheelbuilder all of the license rights granted herein. Wheelbuilder does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Wheelbuilder disclaims any and all liability in connection with User Submissions. Wheelbuilder does not permit copyright infringing activities and infringement of intellectual property rights on its Site, and Wheelbuilder will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another’s intellectual property rights. Wheelbuilder reserves the right to remove Content and User Submissions without prior notice. With regard to User Submissions, you must abide by the following guidelines:
- Do not post threatening, harassing, defamatory, or libelous material.
- Do not intentionally make false or misleading statements.
- Do not offer to sell or buy any product or service.
- Do not post information that you know to be confidential or sensitive or otherwise in breach of the law.
- Do not post attacks of a personal nature or which refer abusively to other companies, commenters or competitors.
By submitted a Comment, you are consenting to its display on the Site. You are also consenting to its use for promotional purposes.
THIRD PARTY WEBSITES
The Site may contain links to third party websites (“Linked Sites”). The Linked Sites are not under the control of Wheelbuilder and Wheelbuilder is not responsible for the content of any Linked Sites, including, but not limited to, any link contained in such Linked Sites. Wheelbuilder is providing these links as a convenience, and the inclusion of the link does not imply endorsements by Wheelbuilder of the site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use regarding each such Linked Site. Any dealings with third parties (including advertisers) included with this Site, or participation in any promotions, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or third party. Wheelbuilder shall not be responsible or liable for any part of any such dealings or promotions.
LAWFUL USE
As a condition of your permitted use of the Site, you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You represent your use of this Site and the purchase or use of a product is for lawful purposes only and You satisfy any age or other legal requirements applicable to your use of this Site or to the product purchased. You may not use this Site or any information contained herein for any unlawful purpose or for any purpose prohibited by these Terms.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
While we try to provide accurate and updated information on this Site, the information on this Site may contain errors or omissions and may not be current. THE INFORMATION AND MATERIALS IN THIS SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WHEELBUILDER AND/OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS OR SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS ON THIS SITE. WE DISCLAIM ALL WARRANTIES,EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL WHEELBUILDER AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THIS SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED WHEELBUILDER SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, CONTENT, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THIS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS SITE. IF YOU PURCHASE ANY ITEM FROM THIS SITE THAT IS NOT AS DESCRIBED ON THIS SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO RETURN SUCH ITEM IN AN UNUSED CONDITION FOR A REFUND OF THE PURCHASE PRICE. Some of the products and services may not be available to you at all, or at the prices indicated, because of the manner or locations in which the products are distributed, the services are rendered, or due to an error. We will not be liable to you or anyone else for any direct or indirect damages of any nature or injury resulting from your access to, or inability to access, this Site, or from your reliance on the information provided on this Site, even if we have been advised of the possibility of such damage. In the event we determine the information on this Site is in error, we may take any action we deem reasonable or necessary, in our sole discretion, to rectify the error, including but not limited to, canceling your order. Wheelbuilder standard warranty terms apply to all sales at this Site. CERTAIN STATES MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
INDEMNIFICATION
You agree to indemnify, defend and hold harmless Wheelbuilder, its officers, directors, shareholders, employees, affiliates, agents, licensors, suppliers, successors, assigns, and their past and present officers, directors, shareholders, and employees, representatives and agents from and against any losses, claims, damages, liabilities, including legal fees and expenses, arising out of (i) any claim due to or arising out of your violation of these Terms; (ii) your use or misuse of or access to this Site or the Wheelbuilder Services; or (iii) your violation of any law, regulation or third party right, including without limitation, any copyright, property, or privacy right. Wheelbuilder reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Wheelbuilder, and you agree to cooperate with Wheelbuilder’s attorneys in the defense of these claims.
COPYRIGHT INFRINGEMENT NOTIFICATION
Wheelbuilder prohibits the use of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. It is Wheelbuilder’s policy to respond to clear notices of alleged copyright infringement. If You believe that any content on the Wheelbuilder Site infringes your copyrights, please contact us with a notice that complies with the terms of the Digital Millennium Copyright Act (17 U.S.C. 512(c)(3)). The notice must provide the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the material that is claimed to be infringing 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 Wheelbuilder to locate the material; Information reasonably sufficient to permit Wheelbuilder to contact you, such as an address, telephone number, and, if available, an electronic mail address; 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 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. Please submit such notice to Wheelbuilder’s registered designated copyright agent at info@wheelbuilder.com. Wheelbuilder will remove any posted submission that infringes the copyright or other intellectual property right of any person under U.S. law upon receipt of such a statement. U.S. law provides significant penalties for submitting such a statement falsely.
BINDING ARBITRATION
THESE TERMS SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAWS PRINCIPLES, REGARDLESS OF WHERE YOU LIVE. IN THE EVENT OF A DISPUTE CONCERNING THE TERMS, POLICIES, SERVICES, MATERIALS, OR ANY OTHER MATTER RELATING TO WHEELBUILDER, SUCH DISPUTE SHALL BE SUBMITTED TO A JAMS ARBITRATION ARBITRATOR. THE ARBITRATOR SHALL HEAR AND DETERMINE THE CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW AND THE EVIDENCE PRODUCED AT THE ARBITRATION HEARING. SUCH PREARBITRATION DISCOVERY SHALL BE PERMITTED TO THE FULLEST EXTENT PERMITTED BY CALIFORNIA LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE ARBITRATOR SHALL DECIDE ALL DISCOVERY DISPUTES. THE ARBITRATOR SHALL NOT HAVE ANY POWER TO ALTER, AMEND, MODIFY OR CHANGE ANY OF THE TERMS OR POLICIES, NOR TO GRANT ANY REMEDY WHICH IS EITHER PROHIBITED BY THE TERMS OR POLICIES, OR NOT AVAILABLE IN A COURT OF LAW. ALL QUESTIONS IN RESPECT OF PROCEDURE TO BE FOLLOWED IN CONDUCTING THE ARBITRATION, AS WELL AS THE ENFORCEABILITY OF THE TERMS AND POLICIES TO ARBITRATE WHICH MAY BE RESOLVED BY STATE LAW, SHALL BE RESOLVED ACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA. THE COST OF THE ARBITRATION, INCLUDING ANY JAMS ADMINISTRATION FEE, THE ARBITRATOR’S FEE, AND COSTS FOR THE USE OF FACILITIES DURING THE HEARINGS, SHALL BE BORNE EQUALLY BY THE PARTIES. THE ARBITRATOR SHALL ISSUE A WRITTEN REASONED DECISION AND AWARD WITHIN NINETY (90) DAYS FROM THE DATE THE ARBITRATION PROCEEDINGS ARE INITIATED (WHICH AWARD MAY INCLUDE COSTS AND ATTORNEYS’ FEES TO THE PREVAILING PARTY). JUDGMENT ON THE AWARD OF THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
SEVERABILITY; WAIVER
If any provision of these Terms or the application of any provision of these Terms to any person or circumstance is to any extent, held to be invalid or unenforceable, the remainder of these Terms or the application of that provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected, and each provision of these Terms will be valid and be enforced to the fullest extent permitted by law. The failure of any breach or default of these Terms shall not constitute a waiver of any subsequent breach or a waiver of the provision itself.
TERMINATION
You agree that Wheelbuilder, in its sole discretion, for any or no reason, may suspend or terminate your use of this Site or the Wheelbuilder Services. You agree that any termination or suspension of your access to the Site or the Wheelbuilder Services,without prior notice, shall be without liability to Wheelbuilder or its agents. Wheelbuilder may also, in its sole discretion, for any or no reason, discontinue the Site or restrict access to the Site or the Wheelbuilder Services, without any prior notice.Should you be dissatisfied with the Site, the Wheelbuilder Services, any terms in these Terms or any Policies, or any content or information transmitted through the Site, your only remedy is to terminate this Terms of Use and discontinue use of the Site.
ASSIGNMENT
These Terms, and any rights and licenses granted through these Terms, may not be transferred by you or assigned by you, but may be assigned by Wheelbuilder without restrictions.