Terms of Use
Acceptance of Terms
Winter Monkey, LLC, a Wyoming limited liability company, makes this website (the “Site”), including all information, documents, communications, files, text, graphics, software, and products available through the site (collectively, “Materials”) and all services operated by Winter Monkey, LLC and third parties through the site (collectively, “Services”), available for your use subject to the terms and conditions set forth in this document and any changes to this document that Winter Monkey, LLC may publish from time to time (collectively, the “Terms of Use, Policies, and Conditions”).
By accessing or using this Site in any way, including, without limitation, use of any of the Services, downloading of any Materials, purchasing any Materials or Services, or merely browsing the Site, you agree to and are bound by the Terms of Use. ANY PARTICIPATION IN THIS SITE WILL CONSTITUTE ACCEPTANCE OF THESE TERMS OF USE, POLICIES, AND CONDITIONS AND ANY OTHER RULES, GUIDELINES, LICENSE AND DISCLAIMERS POSTED ON THE SITE. IF YOU DO NOT AGREE TO ABIDE BY THEM, DO NOT USE THIS SITE.
Winter Monkey, LLC reserves the right to change the Terms of Use and other guidelines or rules posted on the Site from time to time at its sole discretion. Your continued use of the Site, or any Materials or Services accessible through it, after such notice has been posted constitutes your acceptance of the changes. Your use of the Site will be subject to the most current version of the Terms of Use, Policies, and Conditions posted on the Site at the time of such use. You should periodically check these Terms of Use, Policies, and Conditions to view the then current terms. If you breach any of the Terms of Use, Policies, and Conditions, your authorization to use this Site automatically terminates, and any Materials downloaded or printed from the Site in violation of the Terms of Use, Policies, and Conditions must be immediately destroyed.
Defined Terms
All user-supplied information, materials, files, communications, and documents are referred to collectively as “User Content.” “Winter Monkey, LLC Content” means all Materials provided by Winter Monkey, LLC. User Content and Winter Monkey, LLC Content may have different restrictions and conditions associated with them.
Intellectual Property; Limited License to Users
The Materials and Services on this Site, as well as their selection and arrangement, also including text, site design, logos, graphics, icons, and images, as well as the selection, assembly and arrangement thereof, are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Materials or Services at this Site may violate such laws and these Terms of Use. Except as expressly provided herein, Winter Monkey, LLC and its suppliers do not grant any express or implied rights to use the Materials and Services. You may use the content of this site only for the purpose of shopping in this store or placing an order and for no other purpose. You agree not to copy, reproduce, republish, upload, frame, download, transmit, post, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Site, its Materials, or its Services or their selection and arrangement, except as expressly authorized herein. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site.
In addition to the Materials and Services Winter Monkey, LLC offers, this Site may also make available materials, information, and services provided by third parties (collectively, “Third Party Services”). Third Party Services may be governed by separate license agreements that accompany such services. Winter Monkey, LLC offers no guarantees and assumes no responsibility or liability of any type with respect to the Third Party Services, including any liability resulting from incompatibility between the Third Party Services and the Materials and Services offered by Winter Monkey, LLC. You agree that you will not hold Winter Monkey, LLC responsible or liable with respect to the Third Party Services or seek to do so. Except as expressly indicated to the contrary elsewhere on this Site, you may view, download, and print the Winter Monkey, LLC Content and User Content available on this Site subject to the following conditions:
1. The Winter Monkey, LLC Content and User Content may be used solely for personal, informational, and internal purposes.
2. The Winter Monkey, LLC Content and User Content may not be modified or altered in any way.
3. The Winter Monkey, LLC Content and User Content on the Site may not be distributed or sold, rented, leased, or licensed to others.
4. You may not remove any copyright or other proprietary notices contained in the Winter Monkey, LLC Content and User Content.
5. Winter Monkey, LLC reserves the right to revoke the authorization to view, download, and print the Winter Monkey, LLC Content and User Content available on this Site at any time, and any such use shall be discontinued immediately upon notice from Winter Monkey, LLC.
6. The rights granted to you constitute a license and not a transfer of title. The rights specified above to view, download, and print the Winter Monkey, LLC Content and User Content available on this Site are not applicable to the design or layout of this Site. Elements of this Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part.
Trademark Information
The trademarks, logos, and service marks (“Marks”) displayed on this Site are the property of Winter Monkey, LLC or other third parties. You are not permitted to use the Marks without the prior written consent of Winter Monkey, LLC or such third party that may own the Marks.
License to Winter Monkey, LLC For User Content
Certain Services offered through this Site accommodate or require User Content. Depending upon the nature of the Service, by submitting User Content to this Site you grant Winter Monkey, LLC one of the following types of licenses:
1. For User Content that is the result of your creative efforts and which is intended to be displayed on the Site, you grant Winter Monkey, LLC a worldwide, royalty-free, non-exclusive license to modify (for purposes of formatting, maintenance, or Site administration only) and reproduce such User Content. You also grant Winter Monkey, LLC the right to distribute and publicly display and perform such User Content for the purpose for which such User Content was submitted to the Site. This license will be in effect until such User Content is removed from the Site.
2. For User Content such as comments to Winter Monkey, LLC on user forms, reports or suggestion forms, you grant Winter Monkey, LLC and the users of this Site an unrestricted, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute such User Content, and you also agree that Winter Monkey, LLC is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose without any compensation to you. However, we will not release your name or otherwise publicize the fact that you submitted such User Content to us unless: (a) you grant us permission to do so; (b) we first notify you that the User Content you submit to a particular part of the Site will be published or otherwise used with your name on it; (c) we have a good faith belief that we are required to do so by law and/or in response to a subpoena or court order; or (d) we believe it necessary in order to protect the rights of Winter Monkey, LLC or others.
Prohibited Communications
You may submit only User Content t to the Site that is (a) owned by you, (b) submitted with the express permission of the owner or within the scope of the license to such content, or (c) in the public domain. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, harassing, libelous, offensive, defamatory, obscene, or pornographic materials, or other materials that would violate any law or the rights of others, including, without limitation, laws against copyright infringement, and rights of privacy and publicity. Violation of these restrictions may result in denial of or limitations on access by you to this Site.
User Conduct
In using the Site, including all Services and Materials available through it, you agree: not to disrupt or interfere with any other user’s enjoyment of the Site or affiliated or linked sites; not to upload, post, or otherwise transmit through the Site any viruses or other harmful, disruptive, or destructive files; not to create a false identity; not to use or attempt to use another’s account, password, service, or system without authorization from Winter Monkey, LLC; not to access or attempt to access any Content that you are not authorized to access; not to disrupt or interfere with the security of, or otherwise cause harm to, the Site, or any Services, Materials, system resources, accounts, passwords, servers, or networks connected to or accessible through the Site or any affiliated or linked sites.
Managing Content and Communications
Winter Monkey, LLC reserves the right, in its sole discretion, to delete or remove User Content from the Site and to restrict, suspend, or terminate your access to all or part of this Site, at any time without prior notice or liability. Winter Monkey, LLC may, but is not obligated to, monitor or review any areas on the Site where users transmit or post User Content, including but not limited to areas where Services are available, and the substance of any User Content. To the maximum extent permitted by law, Winter Monkey, LLC will have no liability related to User Content. Winter Monkey, LLC disclaims all liability with respect to the misuse, loss, modification, or unavailability of any User Content.
Links
This site may contain links to other sites on the Internet that are owned and operated by third parties. You acknowledge that Winter Monkey, LLC is not responsible for the operation of, or content located on or throughout any such site.
No Resale of Service
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any business purposes, any portion of the Services (including your site username), use of the service, or access to the service.
Warranties and Disclaimers
Except as expressly provided otherwise in a written agreement between you and Winter Monkey, LLC, or you and a third party with respect to such party’s materials or services, this Site, and all Materials and Services accessible through this Site are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Without limiting the foregoing, Winter Monkey, LLC makes no warranty that (i) the Services and Materials will meet your requirements; (ii) the Services and Materials will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the Services or Materials will be effective, accurate, or reliable; (iv) the quality of any Products, Services, or Materials obtained or accessible by you through the Site will meet your expectations; and (v) any errors in the Services or Materials obtained through the Site, or any defects in the Site, its Services or Materials, will be corrected.
This Site could include technical or other mistakes, inaccuracies, or typographical errors. Winter Monkey, LLC may make changes to the Materials and Services at this Site at any time without notice. The Materials or Services at this Site may be out of date, and Winter Monkey, LLC makes no commitment to update such Materials or Services.
You understand and acknowledge that (i) Winter Monkey, LLC does not control, endorse, or accept responsibility for any content, products, or services offered by third parties through the Site, including, without limitation, third party vendors and third parties accessible through links on the Site; (ii) Winter Monkey, LLC makes no representation or warranties whatsoever about any such third parties, their content, products, or services; (iii) any dealings you may have with such third parties are at your own risk; and (iv) Winter Monkey, LLC shall not be liable or responsible for any content, products, or services offered by third parties.
The use of the Services or the downloading or other use of any Materials through the Site is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system, loss of data, or other harm that results from such activities. Winter Monkey, LLC assumes no liability for any computer virus or other similar software code that is downloaded to your computer from the Site or in connection with any Services or Materials offered through the Site. No advice or information, whether oral or written, obtained by you from Winter Monkey, LLC or through or from the Site shall create any warranty not expressly stated in these Terms of Use.
Limitation of Liability
In no event, including, without limitation, negligence, shall Winter Monkey, LLC, its subsidiaries, affiliates, members, agents, officers, directors, employees, partners, or suppliers be liable to you or any third party for any special, punitive, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data, or profits, whether or not Winter Monkey, LLC has been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of or the inability to use this Site, its Services, or Materials, the statements or actions of any third party on or through the Site, any dealings with vendors or other third parties, any unauthorized access to or alteration of your transmissions or data, any information that is sent or received or not sent or received, any failure to store or loss of data, files, or other content, any Services available through the Site that are delayed or interrupted, or any website referenced or linked to or from this Site.
In no event shall Winter Monkey, LLC be liable to you or any third party for costs of procurement of substitute goods, or for any loss of profits or loss of use, including loss or damage to any networks, systems, data or files, computer failure or malfunction, or for any incidental, consequential, special, punitive, exemplary, indirect or other damages however caused and on any theory of liability, arising out of your interaction with Winter Monkey, LLC, whether or not Winter Monkey, LLC has been advised of the possibility of such loss or damage. This exclusion also includes any liability that may arise out of third party claims against customer. Winter Monkey, LLC assumes no obligations or liability of any kind with respect to infringements or alleged infringements of United States or foreign patents, copyrights, trademarks, or other proprietary rights arising out of your purchase, use, or possession of Winter Monkey, LLC’s Materials or Services, and you assume all such risk. In no event shall Winter Monkey, LLC’s liability arising out of this agreement exceed the purchase price of the Materials paid by you to Winter Monkey, LLC and subject to these Terms of Use, Policies, and Conditions. The essential purpose of this provision is to limit the potential liability of Winter Monkey, LLC arising out of use of this Site and/or the sale of Materials or Services to you, and you and Winter Monkey, LLC expressly agree with the resulting allocation of risk.
Indemnity and Liability
You agree to indemnify and hold Winter Monkey, LLC, and its subsidiaries, affiliates, members, officers, directors, agents, partners and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of content you submit, post to, or transmit through the Site (including, without limitation, any User Content or computer viruses), your use of the Site, your connection to the Site, your violation of these Terms of Use, Polices, and Conditions, or your violation of any rights of another person or entity.
You agree to indemnify, defend, and hold Winter Monkey, LLC, and its subsidiaries, affiliates, members, officers, directors, agents, partners and employees, harmless from and against any and all claims brought by any third party against Winter Monkey, LLC arising out of or related to your use or distribution of any Materials or Services purchased from Winter Monkey, LLC, including (i) any claim arising out of or related to any warranty made by or on behalf of you to your customers that expands any warranties provided herein or fails to limit any liability as provided herein or (ii) any breach by you of these Terms of Use, Policies, and Conditions; provided, Winter Monkey, LLC: (a) gives you prompt written notice of the institution of the suit or proceedings; and (b) permits you through its counsel to defend the same and gives you all needed information, assistance and authority to enable you to do so.
Notices
Any notice contemplated by or made pursuant to these Terms of Use, Polices, and Conditions shall be in writing and shall be deemed delivered on the date of delivery if delivered personally, or three days after mailing if placed in the U.S. mail, postage prepaid, registered or certified mail, return receipt requested, addressed to you or to Winter Monkey, LLC (as the case may be) at the designated address, or such other address as shall be designated by at least ten days prior written notice. A notice given by any means other than as specified herein will be deemed duly given when actually received by the addressee.
Governing Law and Jurisdiction
This Site (excluding linked sites) is controlled by Winter Monkey, LLC. By accessing this Site, you and Winter Monkey, LLC agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and laws of the State of Wyoming, where Winter Monkey, LLC is registered, without regard to the conflicts of laws principles thereof. You and Winter Monkey, LLC also agree and hereby submit to the exclusive personal jurisdiction and venue of the Courts within the State of Wyoming with respect to such matters.
The laws of the State of Wyoming notwithstanding, you agree that any claim or cause of action arising out of or related to use of the Services or Materials of this Site or these Terms of Use, Policies, and Conditions must be filed within one year after such claim or cause of action arose or shall be forever barred.
Attorney Fees
In the event litigation shall be instituted to enforce any provision of these Terms of Use, Policies, and Conditions or any other rules, guidelines, licenses and disclaimers posted on the Site, the prevailing party in such litigation shall be entitled to recover reasonable attorneys’ fees and expenses incurred in such litigation, including on appeal, in addition to any other recovery to which such party may be legally entitled.
General Provisions and Other Conditions
The Terms of Use, Policies, and Conditions and any other rules, guidelines, licenses and disclaimers posted on the Site constitute the entire agreement between Winter Monkey, LLC and you with respect to your use of the Site. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, Policies, and Conditions or other rules, guidelines, licenses and disclaimers, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use, Policies, and Conditions and any other rules, guidelines, licenses and disclaimers shall continue in full force and effect. Any failure by Winter Monkey, LLC to enforce or exercise any provision of these Terms of Use, Policies, and Conditions and any other rules, guidelines, licenses and disclaimers or related right shall not constitute a waiver of that right or provision.
These Terms of Use, Policies, and Conditions and any other rules, guidelines, licenses and disclaimers posted on the Site will supersede any terms and/or conditions you include with any purchase order, regardless of whether this store or Site signs or otherwise acknowledges them. Winter Monkey, LLC reserves the right to make changes to this Site and these Terms of Use, Policies, and Conditions at any time.
Headings herein are inserted for convenience only and are not to be considered when interpreting any Terms of Use, Policies, and Conditions and any other rules, guidelines, licenses and disclaimers posted on the Site.