Terms of Use

TERMS OF USE

Please read these Terms of Use (“Terms”) carefully.  They contain the legal terms and conditions that govern use of and access to our website, www.shimlee.com (“Site”).  The Site is provided to you by Kendrick Inc. (“we”, “our”, or “us”).

By accessing or using our Site, you are agreeing to these Terms and our related Privacy Notice, which is incorporated herein by reference.  Any products ordered or services used through our Site are also governed by these Terms.  If you do not agree with any of the provisions in these Terms, please do not use the Site.  We may revise these Terms from time to time by posting a revised version without prior notice.  YOUR CONTINUED ACCESS OR USE OF THE SITE AFTER WE POST ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IN ADDITION, BY ORDERING PRODUCTS OR USING SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND REVIEWED THESE TERMS IN THEIR ENTIRETY, YOU AGREE TO THESE TERMS AND THE PRIVACY NOTICE AND THESE TERMS CONSTITUTE BINDING AND ENFORCEABLE OBLIGATIONS ON YOU.

  1. USE OF SITE

Subject to your compliance with these Terms, we allow you to access and make personal and non-commercial use of the Site.  You may not use any aspect of the Site, including without limitation, providing links to the Site or using any content or information available on the Site, emails, or newsletters, for any resale, commercial, or public use, without our prior express written approval.  You may not make any copies or derivative uses of any content or information available on the Site without our prior express written approval.

You may not download or copy any information, service or content on the Site for the benefit of a third party, or use data mining, robots, or similar data gathering and extraction tools.

You agree that you will not use this Site, any products ordered through the Site, or any of its content or services for any illegal or prohibited purpose.  You are also prohibited from accessing data not intended for you, attempting to breach our security measures, interfering with the use of or access to the Site, attempting to decipher, decompile, disassemble or reverse engineer any software used by or on our Site, or using any engine, software, tool or other mechanism, including without limitation, browsers, spiders or robots, to navigate or search our Site.

The Site is not intended or directed to individuals under the age of eighteen (18).

  1. YOUR MEMBER ACCOUNT

You may create a member account on our site by registering your name, providing certain information about yourself, and creating a password.  You agree that you will provide complete, current and accurate information about yourself as requested, and that you will keep that information up to date.  You are responsible for safeguarding the confidentiality of your username and password that you use to access your member account on our Site.  You agree not to disclose your username or password to any third party.  YOU AGREE THAT YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ANY ACTIVITIES OR ACTIONS TAKEN UNDER YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH ACTIVITIES OR ACTIONS.  You will immediately notify us of any unauthorized use of your account on our Site.

In order to create a member account with our Site, you must be at least eighteen (18) years of age.  You represent to us that you are at least eighteen (18) years old.  If you are not, please do not set up an account on our Site.

  1. MAKING PURCHASES

If you wish to purchase any products or services through our Site, we will ask you to supply certain information applicable to your purchase, including, without limitation, payment and other information.  Any such information will be treated as described in our Privacy Notice.  All information that you provide to us or our third party payment processor must be accurate, current and complete.  YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED TO INITIATE ANY TRANSACTION.  You agree to pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanism) at the prices in effect when such charges are incurred.  You will also be responsible for paying any applicable taxes relating to your purchases. Verification of information applicable to a purchase may be required prior to our acceptance of any order.

Descriptions, images, references, features, content, specifications, products, price and availability of any products or services are subject to change without notice, and our current prices can be found on our Site.  We make reasonable efforts to accurately display the attributes of our products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors.  The inclusion of any products or services on our Site at a particular time does not imply or warrant that these products or services will be available at any time.  If merchandise is not available by the time your order processes, we will notify you of this via email.

We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any product or service; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all purchase(s); and/or to refuse to provide any user with any product or service.

Title and risk of loss for any purchases pass to you upon our delivery to our carrier.  We reserve the right to ship partial orders (at no additional cost to you), and the portion of any order that is partially shipped may be charged at the time of shipment.

  1. MATERIALS SUBMITTED BY CUSTOMER

Any materials submitted by you, including, without limitation, photographs, images, text, graphics and other materials (collectively, “User Submitted Materials”) are subject to the following terms and conditions:

  • You will retain ownership of such User Submitted Materials, and you grant us and our affiliates a worldwide, non-exclusive, transferable, royalty-free, perpetual irrevocable right and license, with right of sub-license (through multiple tiers), to use, reproduce, distribute (through multiple tiers), create derivative works of and publicly display such User Submitted Materials in connection with the production or provision of any product or service you request or to show you how your User Submitted Materials would appear in our products or services. For example, when you place an order for a product, we will prepare, manipulate (if necessary), and transmit the User Submitted Materials for production, packaging and shipment.  Similarly, if you want to share a photo book with your friends and family, we will accommodate your request by making your photographs available to your friends and family to download and/or to use and create projects of their own, and to purchase products with those photographs.
  • You represent and warrant that you own or otherwise possess all necessary rights with respect to the User Submitted Materials, and that the User Submitted Materials do not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trademark, trade secret or other intellectual property right of any third party, and that the User Submitted Materials are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable.
  • You consent to the use of your likeness, and you have obtained the written consent, release, and/or permission of every identifiable individual who appears in User Submitted Materials to use such individual’s likeness, for purposes of using and otherwise exploiting the User Submitted Materials in the manner contemplated by these Terms, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual’s parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). If you do submit a submission that contains the likeness of an identifiable individual under the age of eighteen (18), do not to include any identifying information (such as the individual’s first and last name, or address) with such User Submitted Materials.
  • User Submitted Materials that violate these Terms may be removed from our Site without notice; provided, however, that we have no obligation to remove User Submitted Materials in response to user reports or requests. We are not responsible for, and will have no liability for, the removal, non-removal or loss of any User Submitted Materials from our Site.  We recommend you keep back-up copies of your User Submitted Materials on your hard drive or other personal system.
  1. COPYRIGHT ISSUES

We are committed to protecting copyrights and expect users of our Site to do the same.  If you believe in good faith that any material used or displayed on or through our Site infringes your copyright, you or your agent may send us a notice, as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”), requesting that the material be removed, or access to it blocked.

The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on our Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice.  Notices and counter-notices must meet the current statutory requirements of the DMCA; see http://www.copyright.gov for details.  DMCA notices and counter-notices regarding our Site should be sent to:

Kendrick, Inc. dba Shimlee., Attn Morgan Kendrick (info@shimlee.com), 200 N Locust Street Edgewood, IA 52042 fax 563 928 7215.

PLEASE NOTE THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CIVIL PENALTIES WHICH INCLUDE MONETARY DAMAGES, COSTS, AND ATTORNEYS’ FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO PROSECUTION FOR PERJURY.

  1. DISCLAIMER OF WARRANTIES and LIMITATION OF LIABILITY

THE SITE AND ANY INFORMATION, PRODUCTS, CONTENT, MATERIALS, AND SERVICES INCLUDED ON OR MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH REGARD TO OUR SITE, ITS CONTENTS, THE PRODUCTS REFERENCED ON THE SITE, OR THE SERVICES.  TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE AND OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND THE SERVICES AND PRODUCTS OFFERED THROUGH THE SITE IS AT YOUR SOLE RISK.

IN NO EVENT WILL WE OR ANY OF OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, OR AFFILIATES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING IN ANY WAY TO YOUR USE OF THE SITE, OUR PROVISION OF (OR FAILURE TO PROVIDE) PRODUCTS OR SERVICES, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR SUBMISSIONS OR DATA, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU SPECIFICALLY ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.  FURTHERMORE, WE WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED.  YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH PRODUCTS IS TO OBTAIN A REFUND, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH SERVICES IS TO STOP USING THE SERVICES.  OUR MAXIMUM LIABILITY  ARISING OUT OF OR RELATING IN ANY WAY TO OUR PROVISION OF (OR FAILURE TO PROVIDE) PRODUCTS OR SERVICES SHALL BE THE ACTUAL PRICE PAID THEREFORE BY YOU.

NO STATEMENT OF OURS OR ANY OF OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES AND AFFILIATES SHALL CREATE ANY WARRANTY OTHER THAN THOSE EXPRESSLY CONTAINED IN THESE TERMS.

This Disclaimer of Warranties and Limitation of Liability shall apply to the extent not prohibited by applicable law.  Certain applicable law may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

  1. INTELLECTUAL PROPERTY OWNED BY US

The Site and content made available through the Site, including but not limited to, newsletters, emails, articles, text, information, graphics, artwork, photographs, logos, icons, audio clips, video clips, and data compilations, is either owned by us or used with authorization by its respective owners.

The Site and all of the content owned by us is protected by U.S. and international copyright laws and may not be copied, modified, reproduced, posted, downloaded, transmitted, displayed, broadcast or distributed in any way, in whole or in part, without our prior express written consent.

The trademarks, service marks, trade dress, and logos on the Site are owned, controlled or licensed by us and are protected by various intellectual property and unfair competition laws.

Content owned by third parties is in the control of its respective owners.  We are not authorized to license any third party content or to act on behalf of any third parties.  You must contact the content owner directly regarding use of the content and potential licensing opportunities.

Nothing contained on any of our Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the intellectual property or content on the Site, including but not limited to trade names, trademarks, service marks, and copyrights .

  1. ELECTRONIC COMMUNICATIONS

By using the Site, or by sending us messages, you are consenting to receive communications from us electronically.  We will communicate with you by e-mail or by posting notices on the Site.  You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

  1. THIRD PARTY AFFILIATES

The Site may provide links to third party websites.  We take no responsibility and assume no liability for any content, warranties, representations, purchases, or any statements or activities made on or in connection any third party websites or services.  WE ARE PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY US OF THE WEBSITE.

  1. JURISDICTION

Our Site is controlled and operated from the United States.  Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with all applicable laws, rules and regulations.  We may limit the availability of our Site, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

  1. ARBITRATION AND CLASS ACTION WAIVER

This section is deemed to be a written agreement to arbitrate pursuant to the Federal Arbitration Act, and you agree that this section satisfies the writing requirement of the Federal Arbitration Act.  We believe that arbitration is a faster, more convenient and less expensive way to resolve any disputes or disagreements that you may have with us.  Therefore, pursuant to these Terms, if you have any dispute or disagreement with us regarding (i) your use of or interaction with the Site, (ii) any data or information you may enter into the Site or that we may gather in connection with such use or interaction, and (iii) our products and services, you will not have the right to pursue a claim in court, or have a jury decide the claim, and you will not have the right to bring or participate in any class action or similar proceeding in court or in arbitration.  By using or interacting with the Site, you agree to binding arbitration administered by JAMS.  The JAMS Arbitrator shall apply internal laws of the State of Iowa consistent with the Federal Arbitration Act and applicable statutes of limitations, and be located in the State of Iowa.

  1. GENERAL PROVISIONS

Indemnification: You agree to indemnify and hold us, our officers, shareholders, employees, agents, representatives, affiliates, and third party users harmless from and against any and all claims, causes of action, liabilities, damages, losses, expenses and costs (including, without limitation, attorneys’ fees) that arise directly or indirectly out of or from: (i) your violation of these Terms, Privacy Notice, any other agreement with us, any representation or warranty contained herein or therein or any applicable law; (ii) your User Submitted Materials; (iii) your activities in connection with obtaining any products or services from us, or (iv) any activity related to access to or use of your account by you or any other person.

 

Severability: If any provision of these Terms, or the application thereof to any person, place or circumstance, will be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision will be enforced to the maximum extent possible, or, if incapable of such enforcement, will be deemed to be deleted from these Terms, and the remainder of these Terms and such provisions as applied to other persons, places and circumstances will remain in full force and effect.

 

Captions: Any heading, caption or section title contained in these Terms or Privacy Notice is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

 

No Waiver: No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.

 

Entire Agreement: The Terms and Privacy Notice are the entire agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us with respect to such subject matter.

 

Reservation: All rights not expressly granted to you in these Terms are reserved and retained.

  1. TERMINATION

Either you or we may terminate your access to our Site and to your account at any time, with or without cause, and with or without prior notice. Without limiting the foregoing, we may terminate your access if you violate these Terms. Upon termination for any reason, your right to access and/or use our Site will immediately cease. Upon termination, you will have no further access to, and we may delete, any information, files or materials in or related to your account, including, without limitation, any User Submitted Materials. We will have no obligation whatsoever to save or make any such information, files or materials available to you. You agree that we will have no liability whatsoever to you or any other party as a result of a termination of your access our Site and to your account and/or as a result of the deletion or loss of any information, files or materials in or related to your account.

  1. EFFECTIVE DATE/UPDATES/QUESTIONS

The effective date of these Terms is April 10, 2017.  We may update the Terms at any time in our sole discretion.  When it is updated, the updated Terms will be made available on the Site for your convenience.

If you have any questions regarding the Terms, please contact us at terms@shimlee.com.