Terms of Use

These Terms of Use (“Terms of Use”) explain the contractual agreement between you, who uses this web site and agrees to these Terms of Use (“you”, “your”), and Spinneybeck Enterprises, Inc. (“Spinneybeck”, “we”, “us”, “our”) regarding your use of this web site (“Spinneybeck Web Site” or “this web site”) and activities and purchases conducted through the Spinneybeck Web Site.

We recommend that you print a copy of these Terms of Use for your records. If you have any questions about these Terms of Use, please call us at +1.716.446.2380 or send an email to [email protected].

1. “Agree”

By using this web site, you signify your acceptance of these Terms of Use. Furthermore, at various times within the Spinneybeck Web Site you may be required to click certain buttons to register and participate in certain activities or to make purchases. Your act of “clicking” the button(s) signifies your further acknowledgement and agreement with these Terms of Use. We will try to remind you at various times of these Terms of Use and your agreement with them, and you are encouraged to review them often. Please note, however, that our failure on any web page to make specific notice of these Terms of Use does not mean that they are not applicable. These Terms of Use apply to the entire web site and all functionality and features offered by us through this web site. If you are dissatisfied with these Terms of Use, your sole remedy is to discontinue your use of this web site.

2. Privacy

We recommend that you review our Privacy Policy which is part of these Terms of Use. If at any time you are not in compliance with the policy, we have the right to terminate your rights of use and access to the Spinneybeck Web Site. Unfortunately, we cannot insure that all personal information will never be disclosed in ways not otherwise described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement or to third parties upon subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

3. Spinneybeck Shop Selling Policy

We, and our affiliates may offer various products, programs and services for use and/or purchase through the Spinneybeck Web Site. Some of these products, programs and services may be governed by the Spinneybeck Selling Policy, which supplements and is a part of these Terms of Use as applicable. We recommend that you review the Spinneybeck Selling Policy.

4. Updates and Changes to the Terms of Use

We reserve the right, at any time, to modify, alter, update, or remove portions of these Terms of Use, so please check them (including our Privacy Policy and the Spinneybeck Selling Policy) from time to time as your continued use of this web site after a change has been made signifies your acceptance of any changed items. We may also add, delete or modify some or all of our products, programs or services at any time. You may only amend these Terms of Use with a writing signed by both of us.

5. Disclaimers of Warranties

Web Site. THIS WEB SITE IS PROVIDED BY US “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, DATA, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICE. WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES AND (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING.

Products, Programs and Services. Products, programs and services sold by Spinneybeck, or its affiliates through the Spinneybeck Web Site are subject to the terms, warranties and representations, if any, outlined in the Spinneybeck Selling Policy. Unless otherwise expressly provided for in the Spinneybeck Selling Policy, WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCT, PROGRAM OR SERVICE SOLD, INCLUDING BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES AND (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING. Furthermore, termination, return or cancellation of any product, program or service and refunds, if any, are governed by the applicable Spinneybeck Selling Policy.

THESE DISCLAIMER OF WARRANTIES APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SPINNEYBECK WEB SITE, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, PRODUCT LIABILITY OR UNDER ANY OTHER CAUSE OF ACTION. BECAUSE SOME STATES DO NOT ALLOW SOME OR ALL OF THESE DISCLAIMERS, THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. IN SUCH STATES, WARRANTIES SHALL BE DISCLAIMED TO THE GREATEST EXTENT PERMITTED BY SUCH STATE LAW.

6. Limitation of Liability

Web Site. NEITHER WE NOR ANY OF OUR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, SUCCESSORS, ASSIGNS, OR AFFILIATES SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SPINNEYBECK WEB SITE OR INABILITY TO GAIN ACCESS TO OR USE THE SPINNEYBECK WEB SITE. FURTHERMORE, IN NO EVENT SHALL OUR LIABILITY WITH RESPECT TO THE SPINNEYBECK WEB SITE EXCEED US$100.

Products, Programs and Services. Products, programs and services sold by us, or our affiliates through the Spinneybeck Web Site are also subject to the limitation of liability provisions outlined in the Spinneybeck Selling Policy. To the extent of any conflict between these Terms of Use and the Spinneybeck Selling Policy, these Terms of Use shall control. Unless otherwise expressly provided for in the Spinneybeck Selling Policy, NEITHER WE NOR ANY OF OUR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, SUCCESSORS, ASSIGNS, OR AFFILIATES SHALL BE LIABLE TO YOU OR OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING AS A RESULT OF SUCH PRODUCTS, PROGRAMS OR SERVICES, AND IN NO EVENT SHALL OUR LIABILITY WITH RESPECT TO SUCH PRODUCTS, PROGRAMS OR SERVICES EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO US FOR SUCH PRODUCT OUT OF WHICH LIABILITY AROSE.

THESE DISCLAIMERS OF TYPES OF DAMAGES AND LIMITATIONS OF LIABILITY APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SPINNEYBECK WEB SITE, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, PRODUCT LIABILITY OR UNDER ANY OTHER CAUSE OF ACTION. BECAUSE SOME STATES DO NOT ALLOW SOME OR ALL OF THESE DISCLAIMERS AND LIMITATIONS, THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, DAMAGES SHALL BE DISCLAIMED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY SUCH STATE LAW.

7. Links

(a) This site may contain links to other sites on the Internet that are owned and operated by third party vendors and other third parties. We are providing these links solely as a convenience. The appearance of a link does not imply our endorsement, nor are we responsible for the content of any linked site. You access linked sites at your own risk.

(b) You may only provide a hypertext link to the Spinneybeck Web Site on another web site, if you comply with all of the following: (a) the link must be a text-only link clearly marked “Spinneybeck.com” or “www.Spinneybeck.com”; (b) the link must “point” to the URL “www.Spinneybeck.com” and not to other pages within the Spinneybeck Web Site; (c) the link, when activated by a user, must display the Spinneybeck Web Site full-screen and not within a “frame” on the linking web site; and (d) the appearance, position and other aspects of the link must not be such as to damage or dilute the goodwill associated with our name and trademarks or create the false appearance we are associated with or sponsor the linking web site. We reserve the right to revoke our consent to any link at any time in our sole discretion.

8. System Integrity

You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs or other malicious code, intended to damage or interfere with the proper working of the Spinneybeck Web Site or to surreptitiously intercept or expropriate any system, data or personal information from the Spinneybeck Web Site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks or “spam” or similar unsolicited mass e-mailing techniques.

9. Compliance with Laws

You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the site and your purchase of the items on the site. You must be 18 years or older to use this web site.

10. User Content, User Communications, Feedback and Submissions

(A) Interactive Areas. Our website may contain comments sections, discussion forums, bulletin boards, or other interactive features (“Interactive Areas”) in which you may post or upload comments or user-generated content such as video, photos, messages, other materials or items (collectively, “User Content”). You are solely responsible for your use of any Interactive Areas and you use them at your own risk. By submitting User Content to an Interactive Area, you represent that you are 18 years of age or older.

(B) Community Guidelines. If you submit any User Content or participate in an Interactive Area within or in connection with the Spinneybeck Website, you agree not to submit, publish, distribute, or transmit through the Spinneybeck Website any content that is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, hateful, racially or ethnically discriminatory, or that would constitute or encourage a criminal or civil offense, violate the rights of any party, or that would otherwise give rise to liability or violate any law. You also agree that you will not submit, publish, distribute, or transmit anything through this web site that will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary rights. We do not endorse any information posted or content contained on the Spinneybeck Web Site and we are not liable for any information posted on the Spinneybeck Web Site, including but not limited to any information posted about you. We reserve the right to take any action with respect to information posted on the Spinneybeck Web Site which we believe is appropriate in our sole discretion, including but not limited to removal. However, we cannot, nor do we, control the information provided by users or content providers which is made available through our system. By its very nature, other people’s information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled.

(C) Monitoring. Spinneybeck shall have the right, but not the obligation, to monitor User Content posted or uploaded to the Spinneybeck Web Site to determine compliance with these Terms of Use and any operating rules established by Spinneybeck and to satisfy any law, regulation or authorized government request. Although Spinneybeck has no obligation to monitor, screen, edit or remove any of the User Content posted or uploaded to the Spinneybeck Web Site, Spinneybeck reserves the right, and has absolute discretion, to screen, edit, refuse to post or remove without notice any User Content posted or uploaded to the Spinneybeck Web Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content posted to the Site at your sole cost and expense.

(D) License to User Content. By submitting User Content to the Spinneybeck Web Site, you automatically grant Spinneybeck and its subsidiaries and affiliates, the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sub-license and otherwise exploit such User Content (in whole or in part) worldwide in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such User Content. You warrant that such User Content is accurate and not misleading, and that use and posting or other transmission of such User Content does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity. You further grant Spinneybeck the right to pursue at law any person or entity that violates your or Spinneybeck’s rights in the User Content by a breach of these Terms of Use.

(E) Moral Rights. If it is determined that you retain moral rights (including rights of attribution or integrity) in the User Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the User Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the User Content by Spinneybeck or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the User Content; and (d) you forever release Spinneybeck, and its licensees, successors and assigns, from any claims that you could otherwise assert against Spinneybeck by virtue of any such moral rights. You also permit any other user to access, view, store or reproduce the User Content for that user’s personal use.

(F) User Content submitted by you will be considered non-confidential and Spinneybeck is under no obligation to treat such User Content as proprietary information. Without limiting the foregoing, Spinneybeck reserves the right to use any User Content as it deems appropriate, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post it. Spinneybeck is under no obligation to offer you any payment for User Content that you submit or the opportunity to edit, delete or otherwise modify User Content once it has been submitted to Spinneybeck. Spinneybeck shall have no duty to attribute authorship of User Content to you, and shall not be obligated to enforce any form of attribution by third parties.

11. Product Information, Sales, Availability, Payment and Returns

All prices displayed on this web site are quoted in U.S. dollars and are valid and effective only in the United States. We charge sales tax on all shipments delivered to addresses within the following states: California, Colorado, Connecticut, Florida, Iowa, Illinois, Kansas, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Jersey, New York, Texas, and Washington.

We reserve the right without prior notice to discontinue or change specifications and prices on products, programs and services offered on this web site without incurring any obligations (although changes to specifications and pricing will not affect orders placed prior to the change). All products displayed on this web site are available while supplies last. Furthermore, not all products, programs and services are available in all areas. Please confirm availability prior to purchasing any product, program or service. We reserve the right to cancel a sale and issue a return authorization for merchandise that is unexpectedly out of stock, does not conform to specifications, or is advertised or shipped in error. We reserve the right to limit the order quantity on any item and/or refuse service to any customer without prior notification. Please note that while we have tried to accurately display the appearance of products, the actual colors and images you see will depend on your monitor and may not be accurate. Descriptions of, or references to, products or services on the Spinneybeck Web Site do not imply endorsement of that product, program or service, or constitute a warranty, by us. If you are having a problem with product, program or service purchased through the Spinneybeck Web Site, please refer to the procedures outlined in the Spinneybeck Selling Policy. If an exception to the Spinneybeck Selling Policy applies to a particular product, program or service, it will be noted on the corresponding page of the Spinneybeck Web Site. You should carefully review the Spinneybeck Selling Policy before purchasing products, programs or services from us.

12. Ownership

The Spinneybeck Web Site and all intellectual property rights included in or related to the Spinneybeck Web Site (including but not limited to copyrights, trademarks, service marks, domain name rights, patents and data rights), are owned or licensed by us, and all right, title and interest in the Spinneybeck Web Site and the intellectual property rights remain our property. Please note that pictures of Spinneybeck products on the Spinneybeck web Site are NOT in the public domain and you are NOT permitted to copy, download, modify or redistribute or redisplay these images without our prior written consent. You may not, and these Terms of Use do not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the Spinneybeck Web Site. Furthermore, you may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Spinneybeck Web Site or its content.

13. Termination of Usage

These Terms of Use are in force until terminated by either you or us. You may terminate these Terms of Use solely by discontinuing your use and access to the site. We may terminate these Terms of Use, or suspend your access to all or part of the Spinneybeck Web Site, without notice, for any conduct that we, in our sole discretion, believe is disruptive to the site or is in violation of any applicable law or these Terms of Use. In the event of termination or expiration of these Terms of Use for any reason, the provisions of Sections 2, 5, 6, 7, 8, 12, 13, 14, 15, 16, 17 and 18 shall survive.

14. Indemnification

You agree to indemnify, defend and hold us harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys’ fees) resulting from your breach of any provision of these Terms of Use and/or any intentional wrongdoing by you. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; and (b) reasonably cooperating with you in the defense or settlement thereof. We shall be entitled to participate in such defense at our own cost and expense.

15. Governing Law and Jurisdiction

This site is controlled and operated by us from our offices within the State of New York, United States of America. Although it may be technically accessed from all 50 states as well as from other countries around the world, you agree that your use of the Spinneybeck Web Site shall be construed to be made from within the State of New York and you agree that these Terms of Use and your use of the Spinneybeck Web Site shall be governed in all respects by the internal substantive laws of the State of New York, without regard to conflict of law’s provisions. We specifically disclaim the applicability of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act. You further submit to jurisdiction and venue in the state and federal courts located in the State of New York, New York County and further agree that any cause of action you may bring arising under your use of the Spinneybeck Web Site or any product, service or program purchased by you through the Spinneybeck Web Site shall be brought by you exclusively in a state or federal court located in the State of New York, New York County.

16. State Specific Legal Notices

Pursuant to California Civil Code Section 1789.3 and California Business and Professions Code Section 17538, residents of California are hereby advised of the following: Spinneybeck Enterprises, Inc., located at 425 CrossPoint Parkway, Getzville NY 14068, is the provider of the electronic commercial service on this site. Although Spinneybeck reserves the right to begin charging for use of all or any portion of this site, currently there are no charges to the consumer imposed by Spinneybeck for use of this site, other than the cost of any products purchased on or through the site and any applicable taxes and shipping fees associated with such purchases. These charges appear for each purchase on the web pages relating to each purchase. The purchase rules are contained in these Terms of Use and the Spinneybeck Selling Policy. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento CA 95814 or by calling 800.952.5210.

Upon your request, you may have this Agreement sent to you by e-mail. Please feel free to contact Spinneybeck to resolve a complaint regarding any aspect of service relating to this site by writing to the above address, or contacting our customer service department at +1.716.446.2380.

17. Other General Provisions

No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms of Use between you and us. These Terms of Use are an agreement between you and us and are not intended to be for the benefit of any third party. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We reserve the right to report any wrongdoing, if we become aware of it, to the applicable government agencies or otherwise. These Terms of Use, and all writings and web pages incorporated by reference into these Terms of Use, set forth the entire understanding and agreement between us with respect to the subject matter hereof.

18. How to Contact Us

Spinneybeck Enterprises, Inc.
425 CrossPoint Parkway
Getzville NY 14068
USA
+1.716.446.2380
[email protected]