Terms of Use

Last Updated: November 29, 2018

Utrecht Art Supplies, LLC and its affiliates (together, “Utrecht,” “we,” “us,” or “our”) provides various features and tools that allow users to review and purchase a comprehensive selection of creative Art Supplies and products. Utrecht offers these features and tools via this website and associated online services provided by Utrecht (collectively, the “Services”). These Terms of Use (“Terms”) govern your access to and use of the Services. Please read these Terms carefully before accessing or using the Services.

1. Applicability & Acceptance of These Terms of Use

By downloading, viewing, using, accessing, browsing, submitting any content or material on or to, or otherwise using the Services, you agree, on behalf of yourself and any company that you represent (collectively, “you”), that you have read and understand these Terms and our Privacy Policy. You understand that these Terms are a binding legal agreement between you and Utrecht, without limitation or qualification. If you do not agree to these Terms or our Privacy Policy, then you may not access or use the Services. We reserve the right to modify these Terms at any time. All changes will be effective immediately upon posting to the Services and, each time you access or use the Services after changes are posted, you shall be subject to those changes and continued access to or use of the Services now or following changes to these Terms confirms that you have read, accepted, and agreed to be bound by such modifications. Material changes will be conspicuously posted on the Services or otherwise communicated to you.

2. Privacy Policy

We may collect certain information from your use of the Services as described in our Privacy Policy, which is incorporated into these Terms by this reference. Your use of the Services constitutes your consent to the information collection, use, and sharing described in our Privacy Policy.

3. User License

Provided you comply with these Terms, Utrecht grants you limited permission (which may be revoked at any time for any reason or no reason) to access and view the Services and to download, email, or print individual pages of the Services in accordance with these Terms and solely for your own personal use, provided you do not remove any trademark, copyright or other notice contained on such pages. No other use is permitted without express prior written permission from Utrecht. You may not, for example, incorporate the information, content, or other material from the Services into any database, compilation, archive or cache, nor may you publish, broadcast, or redistribute any text, photos, graphics, or audio or visual materials. You may not modify, adapt, translate, copy, distribute, re-publish, transmit, display, perform, reproduce, publish, reuse, resell, license, create derivative works of, transfer, or sell the Services, any part of the Services, or any information, content, material, software, products or services obtained through the Services except as specifically permitted above. You may not link or frame to any pages of the Services or any content contained therein, whether in whole or in part, except (i) as may be specifically authorized by Utrecht in writing; (ii) in connection with authorized use of content available through our Link to Utrecht page; or (iii) as part of an authorized Utrecht affiliate marketing program (“Affiliate Program”). For more information on the Affiliate Program, please visit: https://www.utrecht.com/affiliates/. Any link to the Services must not, nor have the potential to, in our sole discretion, damage or dilute the goodwill associated with Utrecht’s names and trademarks and must not create the false appearance that any program, person, or entity is associated with or sponsored by Utrecht. You may not deep-link to the Services for any purpose or access the Services with any robot, spider, web crawler, extraction software, or any other automated process or device to scrape, copy, or monitor any portion of the Services or any information, content, or material available from the Services. Utrecht reserves all of its statutory and common law rights against any person or entity who violates this section. Any rights not expressly granted herein are reserved.

4. Use Restrictions; Compliance with Laws.

You agree that your use of the Services is subject to all applicable local, state, national and international laws and regulations.

You also agree: • to comply with US law and local laws and rules regarding online conduct and User-Generated Material (as defined below), and regarding the transmission of technical data exported through the Services from the US or the country in which you reside; • not to use the Services for illegal purposes; • not to retrieve data or other content from the Services for purposes of creating or compiling that content for any purpose other than your authorized use of the Services as permitted by these Terms; • not to submit inaccurate information via the Services (including misrepresenting your affiliations with any institution), commit fraud or falsify information in connection with your use of the Service, or act maliciously against the business interests or reputation of Utrecht; • not to impersonate or attempt to impersonate another user or person; • not to sell or otherwise transfer your Services account; • not to harass, annoy, intimidate, or threaten any Utrecht employees, contractors, agents, or representatives engaged in providing the Services; • not to commit any acts of infringement on or using the Services or with respect to the Services or their information or content; • not to engage in activities that aim to render the Services inoperable or to make their use more difficult; • not to copy any Services content, including product images and descriptions, for republication in any other publication, whether in print or online; • not to create or maintain content in connection with the Services for or with any commercial or other purpose or intent that does not in good faith comport with the purpose or spirit of the Services, including but not limited to linking to any commercial or other website from the Services; • not to attempt to gain unauthorized access to other computer systems from or through the Services; • not to interfere with another person’s or entity’s use or enjoyment of the Services; • not to use the Services for chain letters, junk mail, spamming, or use of distribution lists; • not to upload, post, or transmit viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other harmful, disruptive or destructive files or computer programming routines, including those that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; and • not to disrupt, interfere with, or otherwise harm or violate the security of the Services, system resources, accounts, passwords, servers or networks connected to or accessible through the Services, including the Affiliate Program sites. You agree that the consequences of violations of this section or Sections 3 or 12.b. may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy. Accordingly, in the event of a violation of any of those sections, we may seek immediate injunctive relief, without the need to post bond, prove damages, or meet any similar requirement, as well as any other remedy available at law or at equity, and otherwise terminate your access to the Services.

5. Payment Information; Gift Cards

Purchases of products or services made through the Services must be made by credit or debit card, by using PayPal, by using Amazon Payments or by check or money order. Information about our collection and use of payment-related information is described in our Privacy Policy. If the credit or debit card information that you submit is incorrect or invalid, your payment will not be processed. We have no responsibility or liability if your credit or debit card is declined by your financial institution. Payments are processed by our PCI-compliant third-party payment processor. Refunds, if available, are solely the responsibility of Utrecht, are at Utrecht’s sole discretion, and are subject to Utrecht’s Return Policy. Purchases of gift cards through the Services are governed by these Terms, as applicable, and our Gift Card Terms.

6. Credit Applications for Institutional Accounts

If you are a company, organization or school, you may be eligible to purchase products via the Services “on account” as described here. To request an institutional account you will be required to submit a credit application and additional terms may apply.

7. Terms of Sale

a. All orders of products made available on or ordered using the Services (“Products”) are subject to this Section 7. b. The prices and availability of Products may change at any time without notice to you. Prices remain valid while they are listed and offered on the Services. Prices will be as posted on the Services as of the date and time of your order, as applicable. Availability of Products may be limited and Products may not be available for immediate delivery. Some Products may not be available in certain areas. Product colors, measurements, and weights are approximate only and may vary from the representation on the Services. These differences will not constitute a defect in or noncompliance of the Product. We reserve the right to modify Product offerings at any time, but we are not obligated to make any modifications to Products that have already been shipped. c. Product orders are subject to the shipping, return, and related terms and policies located at https://www.utrecht.com/customerservice. d. Nothing on the Services constitutes an offer, but an invitation to you to make an offer to purchase Products through the Services. All Product orders are subject to acceptance by Utrecht. We reserve the right, in our sole discretion, to refuse or cancel any order for any reason, including the following: (i) limitations on our ability to accept orders for shipment to addresses outside the United States; (ii) limitations on quantities of Products available for purchase; (iii) inaccuracies or errors in Product descriptions, images, or pricing information; and (iv) problems identified by credit and fraud avoidance services. We may also require additional verifications, approvals or other information before accepting any order. After we receive your offer to purchase Products, we will send an order acknowledgement to the email address you provide listing the contents of your requested order. This email serves only as information to the purchaser acknowledging that the order has been received. e. Resale of Products purchased through the Services is prohibited. f. Disclaimer of Warranties: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND. UTRECHT EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NONINFRINGEMENT, AS WELL AS ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM UTRECHT OR IN ANY MANNER FROM THE SERVICES CREATES ANY WARRANTY.

8. Career Opportunities

The Services may allow you to apply for job openings at Utrecht. You will not upload a job application or resume for any person other than yourself. You warrant that all information contained in any job application or resume you provide is current, accurate, and complete. Your submission of a job application or resume does not in any way require Utrecht to review that resume or consider you for employment. Employment opportunity descriptions on the Services are subject to change at our sole discretion without notice.

9. Termination of and Modifications to the Services; Availability

Utrecht reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Services (or any part thereof), including but not limited to the Services’ features, functions, look and feel. Any programs, products, or services that may be mentioned in the Services are subject to availability and additional terms may apply.

10. Your Account, Password, and Security

g. Some features of the Services may require you to register or create an online account with Utrecht. During this process, you must provide an email address (to use as a username) and password and provide certain information to Utrecht, including your name, billing address, telephone number, and a valid email address. You agree to: (a) provide only true, accurate, current and complete information about yourself as prompted by the registration form, and (b) maintain and promptly update the personal and other information you provide to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Utrecht has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Utrecht has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). If you submit the personal information of any person other than yourself in using the Services, you warrant that you have that person’s permission to provide us with that information. h. You are responsible for maintaining the confidentiality and security of your account, username, and password, and you are fully responsible for all activities that occur under your password or account, and for any other actions taken in connection with the account or password. You agree to (i) immediately notify Utrecht using the contact information below of any known or suspected unauthorized use(s) of your password or account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password and (ii) ensure that you log out from your account at the end of each session. Utrecht will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with clauses (i) and (ii) or for any acts or omissions by you or someone else using your account or password. i. To become a Preferred Customer you must sign up at a Utrecht location. Preferred Customer membership is subject to additional terms as provided at Utrecht locations or otherwise provided by Utrecht.

11. Cancellation, Termination, Transfer, and Expiration of Account or Services

a. You may terminate your online Utrecht account, with or without cause at any time, upon providing written notice to Utrecht, but you understand that any User-Generated Material you have Submitted may both remain in our archives and may continue to be accessible by other Services users. Upon any termination of your account, your right to use your account immediately ceases. b. Utrecht may, in its sole and absolute discretion, and at any time and with or without prior notice to you, suspend or terminate any Services account and/or your access to or use of any Services for any reason whatsoever, including due to Utrecht’s belief, in its absolute and sole discretion, that you have violated or acted inconsistently with the letter or spirit of these Terms or with any applicable laws or regulations. In the event of a dispute or conflict among, or complaint from, users of the Services about another’s right to establish, use, or maintain a Services account, Utrecht reserves for itself the sole right to determine whether or how to resolve such dispute, conflict or complaint, with or without factual or other investigation. c. Upon any suspension or termination by either party of your Services account, and/or these Terms or use of any Services or any portion thereof, you must promptly cease accessing and using your account and/or the Services, as applicable. Utrecht may, in its sole discretion, temporarily or permanently block access to, remove, deactivate, delete, and discard all such User-Generated Material. Utrecht accepts no liability for removed or deleted User-Generated Material. You agree that Utrecht shall not be liable to you or any third party for any termination of your account, your access to any Services, or these Terms.

12. User-Generated Material

a. Nature of User-Generated Material. Some features of the Services allow you and others to create, post, upload, transmit, display, publish, distribute, broadcast, or otherwise submit (collectively, “Submit”) comments, data, images, text, photos, artwork, audio, videos, and other content and material via the Services, including by creating UtrechtU course supply lists and uploading artwork, and to respond to content provided by others (collectively, “User-Generated Material”). “User-Generated Material” includes any Materials that you may provide pursuant to any artwork release form or comparable document. b. Acceptable Use. Please keep in mind that any User-Generated Material you Submit may be publicly available via the Services. You must maintain a polite, pleasant, and respectful environment and User-Generated Material must be relevant to the applicable topic. If you delete User-Generated Material that you have provided (where that option is available), you understand that it may remain in our archives and that users who have accessed that User-Generated Material may continue to have access to and use it. You agree not to Submit any User-Generated Material that: • contains vulgar, profane, abusive, hateful, or sexually explicit language, epithets or slurs, text or images in poor taste, inflammatory attacks of a personal, sexual, racial or religious nature, or expressions of bigotry, racism, discrimination or hate; • is defamatory, threatening, disparaging, inflammatory, false, misleading, deceptive, fraudulent, inaccurate, or unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights or right of publicity of any third party, is harmful or offensive to any individual or community, contains any actionable statement, or tends to mislead or reflect unfairly on any other person, business or entity; • advertises, promotes or offers to trade any goods or services, except in areas of the Services specifically designated for such purpose; • is intended to promote a cause or movement, whether political, religious or otherwise; • contains copyrighted content without the express permission of the owner of the copyrights in the content; • discloses any personal information relating to or images of a minor without consent of that minor’s parent or legal guardian; • contains any other person’s private or confidential information without that person’s permission; • harms or is inappropriate for minors to view; • links to any commercial or other website; or • is not otherwise in compliance with these Terms. c. User Representations and Warranties. Each time you Submit User-Generated Material, you represent and warrant that you have the right to Submit the User-Generated Material, which means: • you are the owner of the User-Generated Material, or • the User-Generated Material is not protected by copyright law or any other laws or regulations that would prevent you from being able to Submit the User-Generated Material, or • you have express permission from the copyright owner and all subjects of the User-Generated Material to Submit the User-Generated Material. You further represent and warrant that you have the right to grant Utrecht the license below, the User-Generated Material you Submit does not violate these Terms, and the User-Generated Material will not cause Utrecht to violate any law or regulation. By providing User-Generated Material, you agree not to claim that any use of that User-Generated Material by us or any third party infringes or violates your or any other person’s intellectual property rights, rights of privacy, rights of publicity, or other right. You retain any copyright or other intellectual property right you may have in User-Generated Material that you provide, subject to the license granted to Utrecht below. d. User License Grant to Utrecht. If you Submit User-Generated Material, you hereby grant to Utrecht and its affiliates an unlimited, royalty-free, fully paid-up, perpetual, irrevocable, worldwide, transferable, assignable, sublicensable, non-exclusive right and license to copy, modify, adapt, reformat, translate, excerpt, display, archive, store, implement, publish, transmit, perform, reproduce, license, sell, exploit, create derivative works of, and otherwise use and distribute all such User-Generated Material you Submit, in any form, media, software or technology of any kind now existing or developed in the future, for any purpose, including without limitation developing, manufacturing, and marketing products and Services. Without limiting the generality of the previous sentence, you authorize Utrecht to include the User-Generated Material you Submit in a searchable format that may be accessed by users of the Services and other websites. You understand that this allows Utrecht to use your name and User-Generated Material you provide for purposes of excerpting your reviews in Utrecht advertising and marketing materials. User-Generated Material includes any facts, ideas, concepts, know-how and techniques contained in that User-Generated Material. You grant all rights described in this paragraph in consideration of your use of the Services without the need for compensation of any sort to you. Utrecht does not claim ownership of User-Generated Material you Submit using the Services. For more information on how we use and share User-Generated Material, please review our Privacy Policy. Submission of User-Generated Material may be subject to additional terms as may be provided at the point of upload or other Submission. e. Disclaimer of Responsibility for User-Generated Material. You acknowledge and agree that Utrecht does not control User-Generated Material Submitted using the Services and disclaims any responsibility for any User-Generated Material, including without limitation any duty, obligation, or responsibility to review, screen, refuse to post, remove, or edit any User-Generated Material. You are responsible for all User-Generated Material that you provide and for the legality, originality, and appropriateness thereof. f. Review & Removal of Material. Utrecht has no obligation but reserves the right to review, screen, refuse to post, remove in whole or in part, modify, edit, reorganize, recategorize, and delete (at any time, for any reason, and without prior notice) any User-Generated Material in its absolute and sole discretion, including without limitation upon any violation of these Terms. Utrecht has no obligation to archive or otherwise store any User-Generated Material. Utrecht reserves the right to impose limits on features of the Services (e.g., the ability to provide User-Generated Material). g. Copyright Policy. We respect the intellectual property rights of others and we ask that our users do the same. The Digital Millennium Copyright Act (the "DMCA"), located at 17 U.S.C. § 512, provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under US copyright law. If you believe in good faith that anything on the Services, including User-Generated Material and other content, infringes any copyright that you own or control, you (or your agent) may send Utrecht’s designated agent a notice that includes the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that is allegedly infringed; (b) a description of the copyrighted work(s) claimed to have been infringed; (c) a description of the material that is claimed to be infringing or the subject of infringing activity, including its location on the Services or information reasonably sufficient to allow Utrecht to locate the material within the Services; (d) your name, address, telephone number and email address; (e) a statement by you that you have a good faith belief that the use of the content or material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of, or are, the owner of the copyright 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 then-current requirements imposed by the DMCA. Notices and counter-notices with respect to the Services must be sent to Utrecht’s designated agent for claims of copyright infringement: Vice President of Marketing, Utrecht Art Supplies, LLC, 695 Highway 150 E., Galesburg, IL 61401, Circulation@utrecht.com, 800-828-4548. Utrecht suggests that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA. We reserve the right to terminate any Services account of any user who is a copyright infringer.

13. Proprietary Rights.

The Services, including their text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content is exclusively the property of Utrecht or, as applicable, its suppliers and licensors, and is protected by copyright, trademark, other intellectual property rights, and other laws, and may not be used except as expressly provided in these Terms without advance written permission of Utrecht. Utrecht trademarks and other marks, logos, and names of Utrecht, used on or in connection with the Services may not be used in connection with any product or service that is not under Utrecht’s ownership or control. Furthermore, such trademarks may not be used in any manner that is likely to cause confusion among consumers or in any manner that disparages or discredits Utrecht. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to Utrecht or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law. The Services may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners. All designs, text, graphics, interfaces, and images (and the selection and arrangements thereof), and software, hypertext markup language (HTML), scripts, active server pages, and other content and software used in the Services, excluding those belonging to any third party, are protected by applicable copyright laws. Copyright © 1999-2018 Utrecht Art Supplies, LLC. All rights reserved.

14. Indemnity

You agree to indemnify, defend, and hold harmless Utrecht, its affiliates, and its and their respective agents, officers, directors, employees, owners, contractors, representatives, consultants, suppliers, and licensors from and against any claim, demand, damage, loss, liability, complaint, action, judgment, settlement, fines, penalties, costs, and expenses, whether direct, indirect, consequential, or otherwise, and including reasonable attorneys’ fees, made by anyone in connection with your access to or use of the Services, your submission, use, or misuse of User-Generated Material or other information you provide using the Services, your order of Products using the Services, any alleged infringement of intellectual property or other right of any person or entity relating to the Services, your violation of these Terms of Use, or any other acts or omissions relating to the Services. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.

15. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL INFORMATION, CONTENT, SERVICES, AND MATERIALS PROVIDED BY OR AVAILABLE THROUGH THE SERVICES (WHETHER PROVIDED BY UTRECHT, YOU, OTHER USERS, OTHER AFFILIATES OR THIRD PARTIES), INCLUDING, WITHOUT LIMITATION, ALL MATERIAL, TEXT, PHOTOS, GRAPHICS, VIDEO, AND LINKS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. UTRECHT DOES NOT GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE SERVICES. UTRECHT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. UTRECHT IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS ON THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UTRECHT EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, NONINFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. UTRECHT HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATION OR USER-GENERATED MATERIAL. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM THE SERVICES, AND FOR ANY OTHER DAMAGE THAT MAY BE INCURRED. WE MAKE NO REPRESENTATION THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. IF YOU CHOOSE TO ACCESS THE SERVICES FROM LOCATIONS OTHER THAN THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAWS AND REGULATIONS. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM UTRECHT OR IN ANY MANNER FROM THE SERVICES CREATES ANY WARRANTY.

16. LIMITATION OF LIABILITY

a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UTRECHT, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL LOSSES OR DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER (EVEN IF UTRECHT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THE ACCESS, USE, INABILITY TO USE OR PERFORMANCE OF THE SERVICES (INCLUDING WITHOUT LIMITATION THE INPUT OF PERSONAL AND OTHER INFORMATION INTO THE SERVICES), OR THE PRODUCTS. b. UTRECHT ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR ELECTRONIC DEVICES OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, BROWSING OF, OR DOWNLOADING OF ANY INFORMATION OR MATERIAL FROM THE SERVICES. UTRECHT ASSUMES NO RESPONSIBILITY OR LIABILITY IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION, CONTENT, PRODUCTS, OR MATERIAL AVAILABLE ON OR THROUGH THE SERVICES, AS WELL AS ANY THIRD-PARTY WEBSITES OR OTHER WEBSITES LINKED TO THE SERVICES, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY, PROFANITY, DANGER, OR INACCURACY CONTAINED THEREIN. IN NO EVENT SHALL UTRECHT’S OR ITS AFFILIATES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED (A) THE AMOUNT PAID BY YOU TO UTRECHT FOR ANY SERVICES OR PRODUCTS, IF ANY, OR (B) $100, WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. c. YOU AND UTRECHT AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE ARE MATERIAL, BARGAINED-FOR BASES OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THESE TERMS AND IN THE DECISION BY EACH PARTY TO ENTER INTO THESE TERMS. YOU AND UTRECHT AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE ARE FAIR AND REASONABLE. d. IF YOU ARE DISSATISFIED WITH THE SERVICES, DO NOT AGREE TO ANY PROVISIONS OF THESE TERMS, OR INCUR ANY LOSS OR DAMAGE OF ANY KIND IN CONNECTION WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SERVICES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

17. Minors

The consent of a parent or legal guardian is required before a minor can use the Services. Use of the Services by a minor is confirmation that she/he is an adult or that she/he is a minor who has received permission from a parent or legal guardian to use the Services. The applicable parent or legal guardian will be responsible for any activities of minors in connection with the Services regardless of whether or not the minor has received permission from that parent or legal guardian to use the Services.

18. Third-Party Websites

As a courtesy to you, the Services may offer links to, or be linked to, other websites. Some of these websites may be affiliated with Utrecht while others are not. Utrecht is not responsible for examining or evaluating the contents of any websites not maintained or controlled by Utrecht. Visiting any such third-party website pages is at your own risk. Utrecht has no control of these third-party website pages, nor can it guarantee the accuracy, completeness, or timeliness of information in third-party websites. Your use of such information is voluntary, and your reliance on such information should be made only after independent review. References to commercial products or services within any such third-party website pages do not constitute or imply an endorsement by Utrecht. By using the Services, you acknowledge that Utrecht is responsible neither for the availability of, nor the content located on or through any third-party websites. You should read the terms of use and privacy policy for each website that you visit.

19. Feedback

Utrecht welcomes comments regarding the Services. If you submit comments or feedback to us regarding the Services, they will not be considered or treated as confidential. We may use any comments and feedback that you send us in our discretion and without attribution or compensation to you.

20. Third-Party Beneficiaries

These Terms do not confer any rights, remedies, or benefits upon any person other than you and Utrecht, except that our affiliates are third-party beneficiaries of these Terms.

21. Consideration

You acknowledge that these Terms are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your use of the Services and receipt or use of data, content, products, services, User-Generated Material and information available at or through the Services, the possibility of our review, use or display of User-Generated Material, and the possibility of publicity and promotion from our review, use or display of User-Generated Material that you provide.

22. Jurisdiction, Applicable Law, and Limitations

The Services are created and controlled by Utrecht in the State of Illinois, U.S.A. You agree that these Terms will be governed by and construed in accordance with the laws of the United States of America and the State of Illinois, without regard to its conflicts of law provisions. The United Nations Convention for the International Sale of Goods does not apply. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms. Utrecht makes no claims or assurances that the Services are appropriate or may be accessed, downloaded, or otherwise used outside of the United States. You agree that all legal proceedings arising out of or in connection with these Terms or the Services must be filed, unless otherwise determined by Utrecht in its sole discretion, in a federal or state court located in Chicago, Illinois, and within one year of the time in which the events giving rise to such claim began, or your claim will be forever waived and barred. You expressly submit to the exclusive jurisdiction of said courts and consent to extraterritorial service of process. If mutually agreed upon by the parties, disputes arising out of or in connection with these Terms or the Services may be resolved via arbitration.

23. Survival

Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of these Terms or of your access to or use of the Services.

24. Notice & Electronic Communications

All notices, consents, and other communications permitted or required to be given under these Terms must be in writing and addressed to the recipient and will be deemed given: upon delivery if personally delivered with fees prepaid, including by a recognized courier service; upon receipt if delivered by certified or registered United States mail, postage prepaid and return receipt requested, as indicated by the date on the signed receipt; or, where you are the recipient, upon delivery by email. These Terms and any other documentation, agreements, notices, or communications between you and Utrecht may be provided to you electronically to the extent permissible by law. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.

25. General

a. Enforceability. If any portion of these Terms is found to be void, invalid or otherwise unenforceable, then that portion shall be deemed to be superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of these Terms shall continue to be enforceable and valid according to terms contained herein. b. Entire Agreement. Except as expressly provided in any notice or policy appearing on particular pages of the Services, these Terms, including our Privacy Policy and, as applicable, our Return Policy, our Gift Card Terms, the Utrecht Preferred Customers Terms & Conditions, any applicable artwork release forms, any rules and terms governing our Affiliate Program, and any Win With Utrecht giveaway rules, constitute the entire agreement between you and Utrecht with respect to your access to and use of the Services, superseding all prior agreements regarding the Services. c. No Waiver; Force Majeure. The failure of Utrecht to exercise or enforce any right or provision of the Terms shall not constitute a waiver of said right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Utrecht. Utrecht shall not be deemed to be in default of any provision of these Terms or for failure in performance resulting from acts or events beyond the reasonable control of Utrecht and arising without its fault or negligence, including, but not limited to, acts of God, civil or military authority, interruption of electric or telecommunication services, civil disturbances, acts of war or terrorists, strikes, fires, floods or other catastrophes. d. Assignment. We may assign our rights and delegate our duties under these Terms at any time to any party without notice to you. You may not assign these Terms without our prior written consent. e. Headings & Construction. The section titles in these Terms are for your convenience only and carry no contractual or legal effect whatsoever. The language in these Terms shall be interpreted in accordance with its fair meaning and shall not be strictly interpreted for or against either party. f. Contact Utrecht. For purposes of providing notice of cancellation or termination or if you have any questions regarding these Terms, contact Utrecht at circulation@utrecht.com, at 1-888-336-3114, or at Utrecht Art Supplies, P.O. Box 1267, Galesburg, IL 61402-1267.