LAST UPDATED: May 25, 2018
BY ACCESSING OR USING THE WEBSITE IN ANY WAY, INCLUDING, BUT NOT LIMITED TO PURCHASING PRODUCTS, CREATING OR ACCESSING AN ACCOUNT, OR ACCESSING ANY INFORMATION PROVIDED ON THE WEBSITE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE WEBSITE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT AND AUTHORITY TO AGREE TO THESE TERMS.
NOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS OR ON THE WEBSITE TO THE CONTRARY, THE WEBSITE IS PROVIDED WITHOUT ANY WARRANTY AND SUBJECT TO LIMITATIONS ON OUR LIABILITY. THESE TERMS ARE CONTAINED IN SECTIONS 13 AND 14 BELOW.
All inquiries may be directed to:
PROPPER INTERNATIONAL SALES, INC. 17 Research Park Dr., Suite 100 St. Charles, MO 63304
1.1 General Terms & Restrictions of Use
Use of Website. Subject to the limitations contained in these Terms, you may access and use the Website solely to view information about and to purchase the products and services of Propper for your personal, informational, and non-commercial use or as expressly authorized by these Terms or in writing by Propper. You agree not to access or use the Website for any other purpose, including without limitation, any purpose that is prohibited by these Terms or by the law of any relevant jurisdiction. You further agree to comply with all applicable U.S. and international laws, statutes, ordinances, regulations, contracts, and applicable licenses regarding your use of the Website. We may, in our sole discretion, terminate or suspend your access to and/or use of the Website, or any portion thereof, at any time, with or without notice and for any reason (or no reason). You agree that (a) if your authorization to access the Website is terminated, you will not thereafter access, or attempt to access, the Website, directly or indirectly, and (b) if your authorization to access the Website is suspended, you will not thereafter access, or attempt to access, the Website directly or indirectly, until your suspension is removed and we provide you express notice thereof. You are solely responsible for all uses of the Website by you.
Limited License; Restrictions on Use of Website. Propper grants you a limited, non-exclusive, non-assignable, non-transferable license to access, use, view, store, bookmark, download, and print content within our Website and to make other use of the Website that is customary for similar Internet websites for your personal, non-commercial, and informational purposes or as expressly authorized in writing by Propper. This license shall be considered revoked if you fail to fully comply with these Terms. You are not authorized to alter, modify, or create derivative works of any such content without first receiving our express written permission. You further agree not to (a) use any of our trademarks as metatags on other websites; (b) use the Website in any manner that is illegal or impairs the operation of the Website or its availability to or use by others; (c) display any part of the Website in frames (or any content thereof via in-line links); and/or (d) use or access, or attempt to use or access, any portion of the Website for which registration is required unless you are a Registered User (as defined in Section 3 below) without first obtaining our express written permission to do so. You further agree not to decompile, reverse engineer, or disassemble any software or other products or processes accessible through or incorporated into the Website, and not to insert any code or product or manipulate the Website in any way that affects the user’s experience, including, without limitation, taking any action that imposes, or may impose, an unreasonable or disproportionately large load on the Website. You may not use this Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website or any of Propper’s services. You further agree not to use any data mining, web crawlers, robots, cancelbots, spiders, Trojan horses, or any other data gathering or extraction method in connection with your use of the Website except for customary search engines used in accordance with automated instructions directed to search engines and available on the Website. You are solely responsible for providing, maintaining, and ensuring the compatibility of all hardware, software, electrical, and other physical requirements necessary for your access to and use of our Website.
Propper may discontinue or alter any aspect of our Website, remove Content from our Website, restrict the time our Website is available, or restrict the amount of use permitted at Propper’s sole discretion without prior notice or liability. You agree that Propper may, under certain circumstances, immediately suspend and/or terminate your access to our Website. You further agree that such measures shall be taken at Propper’s sole discretion without liability to you or any third party.
You acknowledge that our Website contains information, software, photographs, video, text, graphics, music, sounds, or other materials provided by Propper or third parties (defined collectively as “Content”), some of which are protected by copyrights, trademarks, trade secrets, or other proprietary rights (the “Protected Content”), and that these rights are valid and protected in all forms.
Trademarks. The PROPPER names and logos, and all related products and services, design marks, slogans, and trade dress are the trademarks, service marks, and/or registered trademarks of Propper. The PROPPER names and logos and other trademarks, trade names, and trade dress owned by Propper may not be used in any commercial manner without the prior written permission of Propper or as expressly provided in these Terms. In addition, all page headers, custom graphics, button icons, and scripts are services marks, trademarks, and/or trade dress of Propper or its licensors and may not be copied, distributed, imitated, posted, framed-in, or used, in whole or in part, without our prior written permission.
All other trademarks and service marks contained herein are the trademarks of their respective owners.
User Content. The Content posted by users on our Website (“User Content”) is the intellectual property of the specific users of our website who post such User Content and their licensors, if any. Propper does not claim any ownership rights in such User Content. By posting User Content on our website, you hereby grant Propper a limited, transferable, non-exclusive, worldwide, perpetual, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense, and create derivative works from and compilations incorporating such User Content. You also agree that Propper is free to use any ideas, concepts, know-how, or techniques that you send to Propper for any purpose.
In the event that you would like to remove your User Content from our Website, please contact Propper. Please note that it may not be possible to completely remove your User Content and that your User Content may still be available to others under certain circumstances. Moreover, Propper may continue to use the User Content pursuant to the license granted by its posting even after the User Content has been removed from the Website.
1.3 User Accounts
Certain portions and features of our Website may be protected by passwords or require you to register an account. In the event that you choose to register an account, you agree to provide Propper with current, complete, and accurate information as prompted during the registration process and you agree to regularly update this information to maintain its accuracy and completeness. You further agree to use the Website only for legitimate and legal purposes. Upon successful completion of the registration process and selection of a unique username and password, you are deemed a “Registered User”. You agree not to obtain or attempt to obtain unauthorized access to such parts of or features on our Website, or to any other protected materials or information, through any means not intentionally made available to you by Propper
You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to immediately notify Propper in the event your registration information changes, you learn of or have reason to suspect any unauthorized use of your account or any other breach of security, or you believe that your username and password may have been compromised. Propper will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Products and services provided to you through our Website may involve the electronic transmission, including via any email address that you provide to us, of information that you deem to be personal financial information or promotional or marketing materials. You consent to the electronic transmission of such information.
Propper may refuse to approve a particular username selected by you for any reason, including without limitation, in the event Propper determines such username impersonates someone else, is protected by trademark or other proprietary law, or is vulgar or otherwise offensive.
Propper may allow users to place orders for products and/or services via our Website. “Order” shall mean any order placed by a user for products and/or services via our Website that is confirmed by Propper. In the event that you are placing an Order to purchase products and/or services, you are subject to the additional terms of this section and any other terms and conditions posted on the Website that enable you to place an Order. In some cases, you may be directed to a third-party website to make purchases. In such an event, the purchase terms in this section do not apply, and your purchase will be governed by the terms of such third-party website. By making such purchases, you hereby agree that Propper has no responsibility, and shall have no liability, for any claim related to your purchases on such third-party websites. Notwithstanding anything herein to the contrary, for Propper products, the warranty terms, if any, as well as any warranty disclaimers and any exclusions or limitations of warranty or remedy, set forth on the label and/or instructions for a product control Propper’s liability (if any) and your remedies (if any) for such a product. Please consult our “Exchanges/Returns” link for Propper’s Return/Exchange Policy.
Prices and availability of products are subject to change without notice. Errors will be corrected where discovered, and Propper reserves the right to revoke any stated offer and to correct any error, inaccuracies, or omissions including after an order has been submitted and whether or not the order has been confirmed and your payment method accepted and charged. In the event your payment method has been accepted and charged, Propper will issue you the appropriate credit within a reasonable time after your order has been revoked.
In the event you purchase product that must be shipped to you, such products will be shipped by Propper and/or its third-party contractors within a reasonable time after processing of your Order. Shipment time will vary depending on the delivery method and service you select. Propper does not guarantee delivery at any certain time and is not responsible for delivery delays.
In the event a product ordered by you is damaged upon receipt, Propper, at its sole discretion, may provide a replacement product or refund the purchase price.
1.5 Market Price
Percent savings are calculated from predetermined Market Prices. Propper provides these prices in a reasonable effort to demonstrate the relative value of products offered. However, Propper makes no claims to having sold products at the Market Price, or that any party has sold products at that price. Due to manufacturer’s restrictions, certain items may be excluded from sale.
1.6 Links to Third-Parties
Our website may provide, or third-parties may provide, links to other websites or resources on the Internet. Propper has no control over such websites or resources, and you acknowledge and agree that Propper is not responsible for the availability, accessibility, or accuracy of such external websites or resources, and that Propper does not endorse and is not responsible or liable for any content from such websites or resources. You further acknowledge and agree that Propper shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods, or services available on or through any such website or resource. The provision of such links does not imply any sponsorship, affiliation, relation or endorsement of the websites, the content thereof, and/or their respective owners or operators.
1.7 Linking to the Website
Propper grants you a limited, non-exclusive, revocable license to create a hyperlink to the Website (“Link”). The content surrounding any Link to the Website must not be false or misleading as to the relationship between Propper and any third party or as to the nature of the products and services provided by Propper. We reserve the right to revoke this license to link to the Website at any time. If we do, you agree that you will immediately remove any Link to the Website, or any portion thereof, and will not, directly or indirectly, link to the Website or any portion thereof after such revocation.
1.8 User Representations
You hereby represent and warrant that:
In the event that you post any User Content via our Website, you hereby make the following additional representations and warranties to Propper:
1.10 Propper Intellectual Property
All trademarks, service marks, and logos appearing on this Website are the exclusive property of their respective owners.
The trademarks, service marks, logos, trade dress, and other graphics that are owned by Propper may not be used without the prior express written permission of Propper.
All Content on the Website, whether separate or compiled, including, but not limited to, text, graphics, audio clips, logos, buttons, images, software, html code, xml code, and any other protectable works of authorship, is protected by copyright. The materials and Content on the Website may not be reproduced, recreated, modified, accessed, or used in any manner in violation of these Terms. Any unauthorized use of any Content, whether owned by Propper or any third party, may violate copyright laws, trademark laws, privacy and publicity laws, and communications regulations and statutes. You will not copy, reverse engineer, disassemble, decompile, translate, or modify the intellectual property found in the Website or grant any other person or entity the right or access to do so.
No right, title, or interest in the Content, in any downloaded materials, or in the copyrights, trademark, patent, or other intellectual property rights associated therewith is transferred to you as a result of your use of the Website. Such right, title, and interest remain the property of their respective owners.
1.11 Copyright Information
If you believe that your copyrighted work is being infringed, please alert Propper by providing the following information:
This information can be provided via email or postal mail to:
1.12 No Warranties; Disclaimer
Propper makes reasonable efforts to maintain the Website and provide accurate, up-to-date information on the Website. HOWEVER, WE AND OUR PARTNERS, SUPPLIERS, CONTENT PROVIDERS, LICENSORS, EMPLOYEES, AGENTS, OR THE LIKE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, AVAILABILITY, ACCURACY, QUALITY, RELIABILITY, SECURITY, CONDITION, OPERATION, SUITABILITY, REASONABLE CARE, TIMELINESS, TRUTHFULNESS, OR COMPLETENESS OF THE INFORMATION, PRODUCTS OR OTHER CONTENT OR MATERIALS PROVIDED THROUGH THE WEBSITE, AND YOU SHOULD NOT RELY UPON THEM. YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM THE USE OF THE WEBSITE.
THE WEBSITE IS PROVIDED “AS IS” AND NEITHER PROPPER NOR ANY OF ITS PARTNERS, SUPPLIERS, CONTENT PROVIDERS, LICENSORS, EMPLOYEES, AGENTS, OR THE LIKE (A) MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE USABILITY, CONDITION, OR OPERATION OF THE WEBSITE; (B) REPRESENT OR WARRANT THE USABILITY, AVAILABILITY, ACCURACY, QUALITY, RELIABILITY, SECURITY, CONDITION, OPERATION, SUITABILITY, REASONABLE CARE, TIMELINESS, TRUTHFULNESS, OR COMPLETENESS OF THE INFORMATION, PRODUCTS OR OTHER CONTENT OR OTHER MATERIALS MADE AVAILABLE THROUGH OR DISPLAYED IN ANY MANNER ON THE WEBSITE. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN TO YOU BY PROPPER OR ANY OF ITS PARTNERS, CONTENT PROVIDERS, AGENTS, OR THE LIKE SHALL CREATE ANY WARRANTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PROPPER NOR ANY OF ITS PARTNERS, CONTENT PROVIDERS, AGENTS, OR THE LIKE WARRANTS THAT ACCESS TO, OR USE OF, THE WEBSITE WILL BE UNINTERRUPTED, VIRUS FREE, OR ERROR FREE, OR THAT THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT ON THE WEBSITE) WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, AND ANY SUCH WARRANTIES ARE HEREBY DISCLAIMED. PROPPER, ON BEHALF OF ITSELF AND ALL OF ITS PARTNERS, AGENTS, AND THE LIKE, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF TITLE AND/OR NON-INFRINGEMENT WITH RESPECT TO THE WEBSITE.
PROPPER, ON BEHALF OF ITSELF AND ALL OF ITS PARTNERS, AGENTS, AND THE LIKE, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Propper does not control User Content posted by its users, nor does it have any obligation to monitor such User Content for any purpose. Despite the fact that we have no monitoring obligations, Propper reserves the right to remove any and all Content, materials, and/or User Content that it feels is actually or potentially inappropriate, offensive, illegal, harmful in any way, or which may violate these Terms. Furthermore, Propper does not make any warranties or representations regarding any of the User Content offered on the Website, or the quality thereof. Propper does not necessarily approve, endorse, sanction, encourage, verify, or agree with any message posted by its users or otherwise embodied in the User Content. You understand that by using the Website, you may be exposed to User Content that may be offensive, indecent, vulgar, defamatory, or otherwise objectionable, and that in no way shall Propper be liable under any theory for such exposure.
Propper is not a backup service for storing User Content, and shall have no liability regarding any loss thereof. You are solely responsible for creating backups of any User Content you posted on our website.
1.13 Limitations of Liability
Under no circumstances shall Propper or any of its employees, directors, officers, agents, vendors, or suppliers be liable TO YOU for (A) any DAMAGES OF ANY NATURE WHATSOEVER RESULTING FROM, OR RELATED TO, THE LOSS, DELAY, OMISSION, ERROR, OR INABILITY TO USE THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, PRODUCTS, SERVICES, AND/OR OTHER MATERIALS OFFERED OR OBTAINED THROUGH THE WEBSITE) or (B) ANY direct, indirect, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR THE LOSS OF PROFITS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS, THE USE OR PERFORMANCE OF THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, PRODUCTS, SERVICES, AND/OR OTHER MATERIALS), WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE AND EVEN IF PROPPER, ITS PARTNERS, SUPPLIERS, CONTENT PROVIDERS, LICENSORS, EMPLOYEES, AGENTS, OR THE LIKE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You hereby waive any claims with respect to such damages.
IN ALL EVENTS, PROPPER’S MAXIMUM LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS, THE USE OR PERFORMANCE OF THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, PRODUCTS, SERVICES, AND/OR OTHER MATERIALS) HEREUNDER SHALL NOT EXCEED TWENTY-FIVE U.S. DOLLARS ($25.00) IN THE AGGREGATE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, PRODUCTS, SERVICES, content, AND/OR OTHER MATERIALS), OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE WEBSITE.
These provisions represent a reasonable allocation of the risks under these Terms. Propper’s willingness to allow you to use the Website reflects this allocation of risk and the limitations of liability specified herein.
You agree to defend, indemnify, and hold harmless Propper, its officers, members, directors, employees, content providers, and agents from and against any and all claims, liabilities, suits, damages, losses or expenses, including attorneys' fees and costs and expenses, arising out of (a) a breach or alleged breach by you of any of your representations, warranties, covenants, or obligations under these Terms; (b) any claims based upon your access to, use of, or posting of User Content to the Website or information on the Website, including, without limitation, any claim of libel, defamation, violation of legal rights of others (including rights of privacy or publicity), loss of service by other subscribers, and/or infringement of intellectual property rights; and/or (c) any negligence or willful misconduct by you.
1.15 Miscellaneous Terms
No Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between you and Propper nor the trade practice shall modify any provision of these Terms.
Injunction, Equitable Relief, and Specific Performance Available. The parties agree that breach of the provisions of these Terms would cause irreparable harm and significant injury to Propper which would be both difficult to ascertain and which would not be compensable by damages alone. As such, the parties agree that Propper has the right to enforce the provisions of these Terms by injunction (without necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights and remedies Propper may have for your breach of these Terms.
Governing Law. The validity and effect of these Terms shall be governed by and construed and enforced in accordance with the laws of the State of Missouri, USA, without regard to its conflicts or choice of laws principles. Any suit, action, or proceeding concerning the Website, its use, these Terms, any sale, or any other product, service, policy, or procedure of Propper must be brought in a court of competent jurisdiction in Saint Charles County, Missouri. By accessing and using the Website, you consent and submit to the exclusive jurisdiction of the state courts located in Saint Charles County, Missouri or in the U.S. District Court for the Eastern District of Missouri. In any such suit, action, or proceeding, you irrevocably waive, to the fullest extent permitted by applicable law, any objection which you may now or hereafter have to the laying of venue of any such suit, action, or proceeding in any such court or that any such suit, action, or proceeding which is brought in any such court has been brought in an inconvenient or improper forum.
Attorneys’ Fees, Costs, and Expenses. If any action at law or in equity is necessary to enforce the terms of these Terms, the prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
Entire Agreement. These Terms, together with those incorporated herein or referred to herein constitute the entire agreement between us relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Website.
Severability. These Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any of the other remaining provisions.
Additional Terms. Additional terms and conditions may apply to purchases of goods and services through the Website, and you agree to abide by such other terms and conditions.
Headings. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these terms.
Use of Website Outside the United States. Propper makes no representation that Content or other material or information on the Website is appropriate to or available in locations outside of the United States. You may not use the Website or export Content in violation of United States export laws, regulations or restrictions. If you access the Website from outside of the United States, you are responsible for compliance with all applicable laws.