DURANDISSE INDUSTRIES – TERMS OF SERVICE AGREEMENT
Last Updated: October 26, 2023
1. INTRODUCTION AND ACCEPTANCE
Please read this Terms of Service Agreement (the “Terms”) carefully, as it constitutes legally binding terms and conditions between you, as the user of our website and any related digital properties (the “Site”), and Durandisse Industries and its affiliates (“Durandisse Industries,” “we,” “us,” or “our”). These Terms govern your access to and use of the Site, whether via a wireless or mobile device, a tablet, a personal computer, or any other technology or device.
If you are accessing the Site in connection with your employment or on behalf of an entity, you represent that you are authorized to bind yourself and such entity, and all references to “you” and “your” shall refer collectively to you and any such entity. If you do not agree to these Terms, you must not access or use the Site.
2. CORPORATE STRUCTURE & RELATIONSHIP DISCLAIMER
2.1 Holding Company Status. Durandisse Industries operates exclusively as a strategic holding company. We do not engage directly with the public for the provision of goods, services, or commercial transactions.
2.2 Subsidiary Operations. All operational business activities, including any potential partnerships, are conducted through legally separate, wholly or partially-owned subsidiary entities (each, a “Subsidiary”).
2.3 No Direct Relationship or Liability. Your use of this Site does not create a client, customer, partner, or any other commercial relationship between you and Durandisse Industries. Any business relationship is formed solely with the relevant Subsidiary under its separate terms. Durandisse Industries shall bear no liability for the acts, omissions, products, services, or content of any Subsidiary.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 Ownership. The Site, including all content, features, and functionality (including but not limited to text, graphics, logos, images, audio, video, data, software, and the design, selection, and arrangement thereof), is the exclusive property of Durandisse Industries, its licensors, or other providers and is protected by U.S. and international intellectual property laws.
3.2 Limited License. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site for your internal, informational, non-commercial purposes only.
3.3 Restrictions. You may not:
Modify, copy, or create derivative works of any Site content.
Use any illustrations, photographs, video/audio sequences, or graphics separately from accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices.
Use the Site for any commercial purpose, including solicitation, without our express prior written consent.
Use any robot, spider, or other automatic device to monitor, copy, or scrape any Site content.
Interfere with the security or proper functioning of the Site.
4. USER REPRESENTATIONS AND CONDUCT
By using the Site, you represent and warrant that your use is in compliance with all applicable laws and these Terms. You agree not to use the Site to:
Engage in any unlawful, fraudulent, or harmful activity.
Infringe upon the intellectual property, privacy, or other rights of Durandisse Industries or any third party.
Transmit any material that is defamatory, obscene, harassing, or otherwise objectionable.
Impersonate any person or entity or misrepresent your affiliation.
Introduce viruses, malware, or any other harmful code.
Attempt to gain unauthorized access to any portion of the Site or its related systems.
5. FORWARD-LOOKING STATEMENTS DISCLAIMER
The Site may contain statements about our future plans, expectations, and objectives that constitute “forward-looking statements.” These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially. Words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “will,” “may,” “could,” and similar expressions identify forward-looking statements. These statements are not guarantees of future performance. You should not place undue reliance on them, and we undertake no obligation to update any forward-looking statements.
6. THIRD-PARTY LINKS AND CONTENT
The Site may contain links to third-party websites or services (“Third-Party Services”) and may display content provided by third parties. We provide these for convenience only and do not endorse, control, or assume responsibility for any Third-Party Services. Your use of any Third-Party Service is at your own risk and subject to its own terms and policies.
7. SUBMISSIONS AND UNSOLICITED IDEAS
We do not accept or consider unsolicited ideas, proposals, business plans, or materials (collectively, “Unsolicited Submissions”). This policy is to avoid potential misunderstandings. If you submit any Unsolicited Submissions despite this policy, such material is deemed non-confidential and non-proprietary. You grant us a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, publish, and distribute such material for any purpose without compensation or obligation to you.
8. DISCLAIMER OF WARRANTIES
YOUR USE OF THE SITE AND ITS CONTENT IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DURANDISSE INDUSTRIES DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
9. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DURANDISSE INDUSTRIES, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE.
10. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Durandisse Industries, its affiliates, and their respective officers, directors, employees, and agents 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 from: (a) your use of and access to the Site; (b) your violation of any term of these Terms; or (c) your violation of any third-party right, including any intellectual property or privacy right.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
11.2 Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach thereof shall be settled by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
11.3 Class Action Waiver. YOU AND DURANDISSE INDUSTRIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
12. MODIFICATIONS TO TERMS
We reserve the right to modify these Terms at any time at our sole discretion. If we make material changes, we will notify you by updating the “Last Updated” date at the top of these Terms and/or by posting a notice on the Site. Your continued use of the Site following the posting of revised Terms constitutes your acceptance of such changes.
13. GENERAL PROVISIONS
13.1 Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
13.2 Entire Agreement. These Terms, together with any documents expressly incorporated by reference, constitute the entire agreement between you and Durandisse Industries regarding the Site and supersede all prior agreements.
13.3 No Waiver. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
14. CONTACT INFORMATION
For questions about these Terms, please contact us at:
Durandisse Industries
Attn: Legal Department
Email: legal@durandisse.com