TERMS AND CONDITIONS TOOLKID HOLDING BV
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.
All graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Website are trademarks or trade dress of ToolKid Holding BV in the U.S. and other countries. ToolKid’s trademarks and trade dress may not be used in connection with any product or service that is not ToolKid’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits ToolKid. All other trademarks not owned by ToolKid that appear in or on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by ToolKid. Nothing contained on the Website grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on the Website without the written permission of ToolKid or such other owner.
All content included in or made available through the Website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of ToolKid or its content suppliers and protected by Dutch and international copyright laws. The compilation of all content included in or made available through the Website is the exclusive property of ToolKid and protected by Dutch and international copyright laws.
- LICENSE TO USE THE WEBSITE
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Website as permitted by the features of the Website. ToolKid reserves all rights not expressly granted herein in the Website and the ToolKid Content (as defined below). ToolKid may terminate this license at any time for any reason or no reason.
You may use the Website only if you can form a binding contract with ToolKid, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. ToolKid does sell products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If you are under 18, you may use the Website and purchase products only with involvement of a parent or guardian.
- SPECIFICATIONS AND PRICING
All features, content, specifications, products and prices of products and services described or depicted on the Website, are subject to change at any time without notice. ToolKid makes all reasonable efforts to accurately display the attributes of our products, however we cannot guarantee that your computer or the Website will accurately display the details of our products. The inclusion of any products or services on the Website at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item purchased from the Website. By placing an order, you represent that the products ordered will be used only in a lawful manner.
- SHIPPING AND TAXES
All products purchased through the Website are transported and delivered to you by an independent carrier not affiliated with, or controlled by, ToolKid. Title to products purchased on the Website, as well as the risk of loss for such products, passes to you when ToolKid delivers these items to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments. You are responsible for paying all sales, use and other taxes relating to any of your purchases or products from ToolKid through the Website.
- RETURN POLICY
We expect our customers to be 100% satisfied with the products that we provide through the Website. However, if you are not 100% satisfied, we will gladly refund your purchase price, excluding shipping and handling charges, if your order is returned to us within thirty (30) days of the date of your purchase and returned to us in its original packaging.
When returning merchandise, please repack the item(s) you are returning in the original shipping box or a similar box. We recommend returns be shipped via a method which provides proof of delivery such as UPS, FedEx, or registered mail. You should make note of your tracking number for your files. ToolKid is not responsible for items lost during shipping. Shipping charges are not refundable.
If further assistance is needed, please email us at firstname.lastname@example.org
- ERRORS AND DEFECTS
In the unlikely event that we have made an error with your order or a product is defective (subject to the limited warranty provided in Section 18 of this Agreement), please email us immediately at email@example.com so that we can make it right.
- ACCURICY OF INFORMATION
We attempt to ensure that information on the Website is complete, accurate and current. Despite our efforts, the information on the Website may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or currentness of any information on the Website. For example, products included on the Website may be unavailable, may have different attributes than those listed, or may actually carry a different price than that stated on the Website. In addition, we may make changes in information about price and availability without notice. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product. We reserve the right, without prior notice, to limit the order quantity on any product and/or to refuse service to any customer. We also may require verification of information prior to the acceptance and/or shipment of any order.
- USER CONTENT
Some areas of the Website may allow Users to post content such as comments, questions feedback, suggestions, ideas, photos, videos and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Website “User Content”). We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by sharing User Content through the Website, you agree to allow others to view, edit, and/or share your User Content in accordance with this Agreement. ToolKid has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Website.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and/or have the power to grant the license granted below. ToolKid reserves the right, but is not obligated, to reject and/or remove any User Content that ToolKid believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Website is not a substitute for registering it with any rights organization.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent and warrant the following: (i) you have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Website and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (ii) your User Content and ToolKid’s use thereof as contemplated by this Agreement and the Website will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights; (iii) ToolKid may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and (iv) to the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
ToolKid takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Website. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that ToolKid shall not be liable for any damages you allege to incur as a result of User Content.
- USER CONTENT LICENSE GRANT
By posting any User Content on the Website, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to ToolKid a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Website and ToolKid’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Website a non-exclusive license to access your User Content through the Website, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Website and under this Agreement.
- WEBSITE RULES
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Website in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Website in a manner that sends more request messages to the ToolKid servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that ToolKid grants the operators of public search engines revocable permission to use spiders to copy materials from ToolKid.us or ToolKid.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Website; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Website; (vii) collecting or harvesting any personally identifiable information from the Website; (viii) using the Website for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Website; (xi) accessing any content on the Website through any technology or means other than those provided or authorized by the Website; or (xii) bypassing the measures we may use to prevent or restrict access to the Website, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Website or the content therein.
We may, without prior notice, change the Website; stop providing the Website or features of the Website, to you or to users generally; or create usage limits for the Website. We may permanently or temporarily terminate or suspend your access to the Website without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other ToolKid Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. ToolKid shall have no liability for your interactions with other Users, or for any User’s action or inaction.
- OUR PROPRIETARY RIGHTS
Except for your User Content, the Website and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “ToolKid Content”), and all Intellectual Property Rights related thereto, are the exclusive property of ToolKid and its licensors (including other Users who post User Content to the Website). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any ToolKid Content. Use of the ToolKid Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Website, including without limitation about how to improve the Website or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place ToolKid under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, ToolKid does not waive any rights to use similar or related ideas previously known to ToolKid, or developed by its employees, or obtained from sources other than you.
- LINKS BY YOU TO THE WEBSITE
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Website, so long as: (a) the links only incorporate text, and do not use any trademark graphics that are owned or licensed to ToolKid, (b) the links and the content on your website do not suggest any affiliation with ToolKid or cause any other confusion, and (c) the links and the content on your website do not portray ToolKid or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is inappropriate for children or that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to ToolKid . ToolKid reserves the right to suspend or prohibit linking to the Website for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
- THIRD PARTY LINKS
You agree to defend, indemnify and hold harmless ToolKid and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of or related to: (i) your use of and access to the Website, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; or (v) User Content or any other information or content that is submitted by you including without limitation misleading, false or inaccurate information; (vi) negligent or willful misconduct.
- LIMITED WARRANTY STATEMENT AND DISCLAIMERS
ToolKid warrants that the products sold through the Website are free from defects in materials and workmanship under normal conditions for a period of thirty (30) days after purchase by User on the Website, subject to the terms set forth herein. In the event of a failure of the foregoing warranty, ToolKid will replace or refund the purchase price of such products at ToolKid’s expense and option. This warranty only applies to original purchases of the products from the Website and does not extend to any person that acquires such products on a used basis. Your exclusive remedy, and ToolKid’s sold obligation and liability with respect to any defective product, is limited to the replacement or purchase price refund of such product.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TOOLKID, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE WEBSITE, OR IN CONNECTION WITH THE LIMITED WARRANTY PROVIDED HEREUNDER, OR THE USE OR PERFORMANCE OF ANY PRODUCT PROVIDED BY TOOLKID. UNDER NO CIRCUMSTANCES WILL TOOLKID BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOOLKID ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE WEBSITE OR ANY PRODUCTS PROVIDED BY TOOLKID; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE WEBSITE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL TOOLKID, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO TOOLKID HEREUNDER OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF TOOLKID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES OF THE US DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
TOOLKID RESERVES THE RIGHT TO UNILATERALLY CHANGE ITS WARRANTIES AT ANY TIME, IN ITS SOLE DISCRETION WITHOUT PRIOR NOTICE. IF MATERIAL CHANGES ARE MADE THEY WILL BE POSTED ON THE WEBSITE. YOUR CONTINUED USE OF ANY PRODUCTS PROVIDED BY TOOLKID WILL SIGNIFY YOUR ACCEPTANCE OF THESE CHANGES. IF YOU DO NOT ACCEPT MATERIAL CHANGES TO THE AGREEMENT, CONTACT TOOLKID TO TERMINATE THIS AGREEMENT.
The Website is controlled and operated from facilities in the Netherlands. ToolKid makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Dutch and local laws and regulations, including but not limited to export and import regulations.
- GOVERNING LAW AND ARBITRATION
You agree that: (i) the Website shall be deemed solely based in the Netherlands; and (ii) the Website shall be deemed a passive one that does not give rise to personal jurisdiction over ToolKid, either specific or general, in jurisdictions other than Netherlands. This agreement shall be controlled and governed by the law of The Netherlands and you hereby submit to the exclusive jurisdiction of the courts of The Netherlands for purposes of resolving any dispute arising or relating to these General Terms and Conditions and any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.
You or we may suspend or terminate your use of the Website at any time, for any reason or for no reason. You are personally liable for any orders you placed or charges you incurred prior to termination. We reserve the right to change, suspend, or discontinue all or any aspect of the Website at any time without notice.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ToolKid without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
ToolKid may provide notifications, whether such notifications are required by law or are for marketing or other businessrelated purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by ToolKid in our sole discretion. ToolKid reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification. ToolKid is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. ToolKid may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Website after any such change constitutes your acceptance of the new terms and conditions of the Website. If you do not agree to any of these terms or any future terms and conditions of Website, do not use or access (or continue to access) the Website.
- ENTIRE AGREEMENT/SEVERABILITY
This Agreement, together with any amendments and any additional agreements you may enter into with ToolKid in connection with the Website or the products purchased through the Website, shall constitute the entire agreement between you and ToolKid concerning the Website or the products purchased through the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the court of the Netherlands, the entire arbitration agreement shall be unenforceable. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and ToolKid’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.
- LAST MODIFIED
This Agreement was last modified on June 20th, 2019.