Terms of Use
TERMS OF USE AGREEMENT
The use of the duncanquinn.com website (the “Website”) by you is subject to the following terms and conditions (the “Terms of Use”). These Terms of Use are binding and set forth both your, and DQ, LLC (d.b.a. “duncan quinn”). and its Related Parties (collectively, “DQ”) legal rights and obligations. Please read these Terms of Use carefully. If you do not agree to the Terms of Use (including, but not limited to, the privacy policy set forth below), you will not be authorized to use the Website and must not do so.
In addition, DQ may amend these Terms of Use at any time by posting the amended terms and conditions on the Website, and such amended Terms of Use shall become binding and effective once posted. If you continue to use the Website after such time, your use will constitute an agreement to such amended Terms of Use. You can view the current version of these Terms of Use at any time by clicking on the hyperlink labeled “Terms of Use.”
1. Grant of License.
DQ hereby grants you, subject to these Terms of Use, a non-exclusive, revocable, royalty-free, personal, non-transferable, limited license, without the rights to sublicense, to use, view, print and download content and information from the Website (collectively, the “Materials”) solely for your own personal, noncommercial use, provided that you reproduce and maintain, and do not remove, alter or obscure any copyright or other proprietary notices associated with such content or information. Any other use is prohibited. You further agree that you shall not disclose, transmit or divulge any Materials to any other person or entity without DQ’s prior written consent.
2. Restrictions.
2.1 Use of Website, Trademarks.
Except as expressly set forth in Section 1, DQ grants no rights to use the Website. You shall not use the Website or any Materials for resale to, or the benefit of, any other person or entity. You shall not use the Website or use, transfer, distribute or dispose of any Materials in any manner that could compete with the business of DQ as presently conducted or contemplated to be conducted. In addition, you shall not use, any trademark, trade name or service mark of DQ or associated with the Website without DQ’s express prior written consent.
2.2 Confidentiality of Materials.
The Materials have been prepared solely for visitors to the Website and they contain proprietary information of DQ. You acknowledge that disclosure of the Materials would cause substantial, irreparable harm to DQ. You shall keep strictly confidential and not disclose any Materials (whether or not such Materials have been designated as confidential) or the information contained therein except to the extent: (a) disclosure of such Materials is required by law or regulation; (b) the Materials were previously known to you (other than as a result of a disclosure by DQ); or (c) the Materials become publicly known, other than as a result of your act or omission. In the event you are required by law or regulation to disclose any Materials, you shall promptly notify DQ in writing, which notification shall include the nature of the legal or regulatory requirement and the extent of the required disclosure, and you shall cooperate with DQ to preserve the confidentiality of the Materials to the extent consistent with applicable law or regulation.
2.3 No Use for Spam.
You shall not use the Materials in any unsolicited mailings (e-mail or otherwise). You will not use the Website to send any unsolicited mailings (e-mail or otherwise).
2.4 No Use in Contravention of Law.
You shall not use Website or any Materials in contravention of any applicable law or regulation (including securities laws and regulations), or for any illegal purpose. DQ reserves the right to report to appropriate law enforcement officials, regulators or other third parties any activity that may violate any applicable law or regulation. DQ may access and disclose to law enforcement officials, regulators or other third parties any information DQ considers appropriate.
2.5 Export Control.
DQ does not determine whether or not the Website or any Materials may be accessed or used outside the United States, and makes no representation regarding the use of the Website or transmission of any Materials outside the United States. If you choose to use the Website from outside the United States, you must determine that your use of the Website complies with all applicable laws and regulations. You shall not use the Website, or transmit or transport any Materials to Cuba, Iraq, Libya, North Korea, Iran, Syria, the Sudan or any other country to which the United States has embargoed goods or to anyone on the U.S. Treasury Department’s Table of Deny Orders.
2.6 No Abusive Use.
You shall not interfere or disrupt with any networks or devices associated with the Website. You shall not disrupt the normal use of the Website or engage in any abusive uses, or facilitate, aid or encourage any such abusive uses. You shall not make any attempt to violate Website security, and any such attempt may be notified to the appropriate law-enforcement agencies. Such violations include logging into a server or account that you are not authorized to access; using another’s password without permission or impersonating another person; accessing data or taking any action to obtain services not intended for you or your use; attempting to probe, scan, or test the vulnerability of any system, subsystem or network; tampering, hacking, modifying or otherwise corrupting or breaching security or authentication measures without proper authorization; transmitting material that contains “viruses”, “trojan horses”, “worms”, “time bombs”, “cancelbots” or other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing a computer’s functionality or the operation of the system; interfering with, intercepting or expropriating any system, data or information; or interfering with service to any user, host, or network including, but not limited to, by means of overloading, “flooding,” “mailbombing,” or “crashing” any computer system. You shall not use the services of another provider in order to facilitate any breach or violation of these Terms of Use.
2.7 Other Prohibited Conduct.
You shall not: (i) download any information that you know, or reasonably should know, has not been lawfully posted or distributed; (ii) falsify or delete any author attributions or proprietary or legal notices; or (iii) use the Materials to harvest or otherwise collect information about others, including e-mail addresses, without their consent.
3. Provision of the Website and the Website Materials.
3.1 Termination and Modification of Website.
DQ retains the right to stop making the Website available at any time, without notice to you, permanently or periodically, at its sole discretion. DQ retains the right to add, delete, change or modify the Materials and/or any other features or services of the Website at any time, without notice to you, at its sole discretion. DQ may establish rules and limits concerning the amount, manner and duration of use of the Website.
3.2 Account Termination.
DQ has the right to terminate your account and/or your right to use the Website without notice to you for any breach or violation of these Terms of Use or for any activity which adversely impacts the performance of the Website or the provision of services to other users.
3.3 No Responsibility for Third Party Websites.
The Website may contain links to third-party websites not under the operation or control of DQ. DQ provides such links as a convenience only and does not endorse and shall not be responsible for the contents of any linked websites. You should review the terms and conditions posted on any linked website before using any services offered by third parties on such sites.
4. User Requirements
4.1 Password Security.
Use of the Website may require that you register and use a password at all times. You are solely responsible for maintaining the security of your password and may not disclose your password to others. You are solely responsible for any use of or action taken under your password, including, but not limited to, any e-mail or content transmitted by you or through use of your password, whether or not you have authorized such use. You are responsible for logging-off each time you finish using the Website by clicking the LOGOUT button. A violation or attempted violation of these Terms of Use by any third party having access to the Service through you or using your password will be considered a violation by you, whether or not such access was obtained with your knowledge or consent. You agree to notify DQ immediately of any unauthorized use of your password or any other breach of security about which you are aware.
4.2 Incident Reporting.
You shall promptly report any known or suspected violations of these Terms of Use by any person or entity to DQ at the following email address: webmaster@duncanquinn.com. You agree to cooperate with DQ as requested in investigating any known or suspected violations of these Terms of Use by any person or entity.
4.3 Intellectual Property Rights.
The Website and the Materials are protected by international treaties and the copyright, trademark and other laws relating to proprietary rights of the United States and other countries. You acknowledge that the Materials have been developed, compiled, prepared, revised, selected and arranged by DQ through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes the valuable intellectual property and trade secrets of DQ. You acknowledge that the Website is presented in a unique format and appearance, and that the look and feel of the Website is the property of DQ and you will not use such look and feel without DQ’s express prior written permission. You agree that as between you and DQ, any and all present or future patent, copyright, trademark and other proprietary rights related to the Website and the Materials shall belong to DQ. You agree to protect the proprietary rights of DQ therein, and to take any action reasonably requested by DQ (whether before or after termination of your use of the Website, or any termination or expiration of these Terms of Use) to protect or maintain all DQ’s proprietary rights associated with the Website and the Materials. You agree to provide DQ immediate written notice of your becoming aware of any unauthorized access to or use of the Website or the Materials by any party and the details associated with such access or use, or any claim that the Website or the Materials infringe upon or misappropriate any proprietary right of any third party.
4.4 Linking.
You shall not have the right to link to any page of the Website or to present the Website or the Materials within another website (“Framing”) without DQ’s express written permission. Requests for permission should be sent via email to: webmaster@duncanquinn.com.Term; Termination.
4.5 Term.
These Terms of Use shall become effective upon the sooner to occur of your acceptance thereof or your first use of the Website, and shall remain in effect until terminated as set forth below.
4.6 Termination.
DQ shall have the right to terminate these Terms of Use and your right to use the Website without notice to you and for any reason, including for any suspected breach of these Terms of Use. You shall have the right to terminate these Terms of Use by thirty (30) days written notice to DQ.
4.7 Effect of Termination.
Following any termination of these Terms of Use, all rights granted to you hereunder shall immediately terminate, and you shall have no further right to use the Materials. Following any such termination, you shall, if so instructed by DQ, return to DQ or destroy all Materials downloaded or printed from the Website. The following provisions shall survive any termination of these Terms of Use: Sections 4.2, 5, 9, 9.6, and 10.
5. Privacy.
5.1 Security of Transmissions.
DQ uses commercially reasonable efforts to protect information on and off-line, including restricting the provision of information on a need-to-know basis. Notwithstanding the foregoing, no on-line or off-line security system is 100% secure, and DQ disclaims all liability resulting from inadvertent disclosure of any information.
5.2 IP Logging; Cookies.
The Website logs IP addresses and browser types. The Website does not currently link IP addresses and browser types to any personally identifiable information. A cookie is a small data string used to deliver personalized web content, and may be used to control access to the Website. The cookies used through the website are not designed to compromise the data on your hard drive. You can change your browser settings to disable cookies if you do not want DQ to establish and maintain user information through cookies, but cookies may be necessary to use certain functionality of the Website.
5.3 Personal Information.
DQ may collect and store non-public personal information it receives from you through the Website or other forms received from you. DQ shall use the information solely for the purpose(s) for which it is submitted, or as necessary to provide you services through the Website, including your e-mail address to send you invitations and other related information regarding DQ and its Related Parties from time to time.
DQ may also disclose non-public personal information about you to third parties as permitted by law. If you prefer that we not disclose non-public personal information about you to non-affiliated third parties or DQ affiliates, you may opt out of those disclosures (other than those disclosures either permitted by law) by sending an e-mail indicating that you wish to do so to webmaster@duncanquinn.com.
In addition, DQ shall have the right to transfer non-public personal information in connection with a sale of the business to which it relates.
5.4 European Users.
If you are a resident of a Member State of the European Union, you acknowledge that any personal information provided by you to or through the Website shall be transmitted to and processed in countries outside the European Union that do not provide an adequate level of protection for the privacy of personal information as determined by the European Commission, and you hereby consent to such transmission and processing and waive any rights you may have under any such member state implementing legislation with respect to all such data, to the extent possible.
6. Disclaimers; limitations of liability.
6.1 MATERIALS PROVIDED AS-IS.
THE WEBSITE AND THE MATERIALS ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” DQ, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, MANAGERS, AFFILIATES, AGENTS, SUBCONTRACTORS, AND SUPPLIERS (COLLECTIVELY, “RELATED PARTIES”) MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE WEBSITE OR THE MATERIALS, INCLUDING THOSE OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. DQ AND ITS RELATED PARTIES MAKE NO WARRANTY THAT ACCESS TO THE WEBSITE OR THE MATERIALS WILL BE UNINTERRUPTED, OR THAT THE WEBSITE OR THE MATERIALS WILL BE COMPATIBLE WITH YOUR EQUIPMENT, COMPLETE, ACCURATE, TIMELY OR ERROR FREE OR FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL, INVASIVE OR CORRUPTED FILES OR DATA.
6.2 NO LIABILITY.
YOU AGREE THAT DQ AND ITS RELATED PARTIES SHALL HAVE NO LIABILITY TO YOU, AND YOU WAIVE AND RELEASE DQ AND ITS RELATED PARTIES FROM ANY AND ALL CLAIMS YOU MAY HAVE AT ANY TIME RELATING TO OR ARISING OUT OF ANY INJURY OR DAMAGES SUFFERED IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE WEBSITE OR THE MATERIALS, WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF DQ OR ANY RELATED PARTY. IN THE EVENT APPLICABLE LAW DOES NOT ALLOW OR WILL NOT GIVE EFFECT TO THE FOREGOING LIMITATION OF LIABILITY WITH RESPECT TO ANY TYPE OF LOSS OR DAMAGE, DQ’S AND ITS RELATED PARTIES’ TOTAL AGGREGATE LIABILITY WITH RESPECT TO ALL SUCH TYPES OF DAMAGES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU (IF ANY) FOR USE OF THE WEBSITE OR THE MATERIALS.
6.3 NO CONSEQUENTIAL DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DQ OR ITS RELATED PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WEBSITE OR THE MATERIALS, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST DATA, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
6.4 THIRD PARTY CONTENT AND SOFTWARE.
DQ IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF OR RELATED TO CONTENT PROVIDED BY ANY THIRD PARTY THAT IS ACCESSED THROUGH THE WEBSITE AND/OR ANY MATERIAL LINKED THROUGH THE WEBSITE. DQ MAKES NO WARRANTY AS TO ANY THIRD PARTY SOFTWARE INCLUDED IN OR ACCESSED THROUGH THE WEBSITE.
6.5 BASIS OF THE BARGAIN.
YOU ACKNOWLEDGE THAT DQ HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 9 AND THAT THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
6.6 Indemnity.
You agree, at your own expense, to indemnify, defend and hold harmless DQ and its Related Parties, from and against any claim, suit, action or other proceeding brought against any of them by a third party, arising out of or relating to your violation of these Terms of Use by you (or by another with your user ID if user ID’s have been instituted on the Website). You agree to pay to DQ and/or the Related Parties any and all costs, damages and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim. DQ reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with DQ in asserting any available defense. You acknowledge and agree to reimburse DQ its reasonable attorney fees incurred in connection with any and all lawsuits brought against you by DQ relating to these Terms of Use, including any lawsuits arising from your failure to indemnify DQ hereunder.
7. Miscellaneous.
7.1 Notices.
Any notices to be provided to DQ hereunder shall be effective upon receipt and sent to:
Duncan Quinn
8 Spring Street
New York
NY 10012
7.2 Waiver; Amendment.
No amendment of any provision of these Terms of Use shall be valid unless the same shall be in writing and signed by each of the parties hereto. No waiver by any party of any provision of these Terms of Use or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the party making such waiver nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such default, misrepresentation, or breach of warranty or covenant.
7.3 Construction.
The headings and section titles of these Terms of Use are solely for the convenience of the parties, and shall not be used in construing these Terms of Use. The word “including,” when used herein, shall be deemed to mean “including without limitation.”
7.4 Merger.
These Terms and Conditions constitute the entire agreement between the parties relating to the Website and the Materials and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they relate in any way to the subject matter hereof.
7.5 Severability.
In the event that any term or provision of these Terms of Use is found invalid or unenforceable, such term or provision shall be enforced to the maximum extent possible and such invalidity or unenforceability shall not affect any other term or condition contained herein.
7.6 Choice of Law; Consent to Jurisdiction.
The parties agree that these Terms of Use and the parties’ relationship hereunder shall be governed by the substantive laws of the State of New York, excluding its choice of law rules. You hereby irrevocably submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any proceedings brought in connection with Section 10.7.
7.7 Dispute Resolution.
The parties hereto agree that any dispute of any kind, nature or description between or among them, arising out of these Terms of Use, the Website or the Materials shall be submitted to the American Arbitration Association in New York City, New York in accordance with its commercial arbitration rules, to be heard before three (3) arbitrators. The arbitrator sitting in any such controversy shall not have the authority or power to modify or alter any express condition or provision of these Terms of Use or any modification thereof or to render any award, which by its terms, has the effect of altering or modifying any express condition or provision of these Terms of Use or modification thereof. No award may be made which imposes liability contrary to the provisions hereof and any award in violation thereof shall be deemed a departure from the terms of the submission and shall be wholly void and unenforceable. The award of the arbitrators shall be final and binding and judgment shall be entered thereon in any court of competent jurisdiction. Notwithstanding the foregoing, DQ shall have the right to bring an action in any court of competent jurisdiction for the purpose of protecting its proprietary rights.
7.8 Injunctive Relief.
You acknowledge that any violation of Sections 2, 5, or 6 of these Terms of Use would be likely to irreparably harm DQ, and DQ shall have the right to injunctive relief to prevent or ameliorate any such violation, without the need to post a bond.
7.9 Assignment.
These Terms of Use shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. These Terms of Use and the parties’ rights and obligations hereunder shall not be assignable and any attempted assignment or delegation shall be void. Notwithstanding the foregoing, DQ shall have the right to delegate its obligations hereunder to third party service providers of DQ, and DQ shall have the right to assign these Terms of Use and its rights hereunder to an affiliate or together with the sale of the business to which it relates.
7.10 Scope of Relationship.
The relationship between the parties is that of independent contractors and neither party shall have any authority to bind the other in any way.
7.11 No Third Party Beneficiaries.
These Terms of Use shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.
8. Return Policy
8.1 Merchandise returned within 15 days of purchase with a valid receipt may be exchanged for merchandise of equal price or a store credit valid for 3-months provided that such returned merchandise is returned in its original packaging, unused, unaltered and without blemish or mark (as determined by duncan quinn in its absolute discretion).
8.2 Notwithstanding the foregoing, any sale merchandise or merchandise which has been customized or altered in accordance with a customer’s instructions may not be returned and the sale thereof shall be final. Alteration charges will be made for all alterations requested by a customer in accordance with store policy.
