User Agreement


Undermats.com User Agreement

Welcome to Undermats.com website. Thank you for visiting us.

Description of Service - The Undermats.com web site is produced by Undermats LLC, a Virginia Limited Liability Company (hereafter 'UM'). UM provides this Internet-based web site (the 'Service') through which users may browse galleries of images that are printed on specially designed pieces of paper suitable for display beneath an office chair mat. These products are offered under the brand name 'UNDERMATS'.. Users may also upload and customize images using tools within the Service to create personalized UNDERMATS..

Acceptance of Terms - The Service is provided to you subject to the terms and conditions of this User Agreement (the 'Agreement') and the Privacy Policy also available on the website. The terms and conditions in the Agreement constitute a binding agreement between UM and you governing your use of the Service. Any use of the Service by you, i.e., merely browsing the website or submitting comments or content, as described below, constitutes your knowing acceptance of the existing terms and conditions of the Agreement as well as UM.s Privacy Policy also contained in this website. Please read them carefully. If you are unwilling or unable to abide by the terms and conditions of this Agreement and this Policy, please do not use the Service. UM may, in its sole discretion, modify or revise the terms set out in this Agreement and in the Privacy Policy at any time, and you agree to be bound by such modifications or revisions.

User Account/Security - You will be given the option, and in some use cases it will be necessary for you to establish a user account (an 'Account') on the Service. In the process of establishing an Account you will be required to provide UM with .Personally Identifiable Information., as defined in the Privacy Policy of UM, and you agree to provide accurate and complete information. You are not allowed to use the Service with an Account other than your own, and you are solely responsible for the activities of your Account. Please refer to the UM Privacy Policy for information regarding the use of your 'Personally Identifiable Information'.

If any of the information provided by you to UM when establishing your Account changes you agree to update your registration information as soon as possible.

You must notify UM of any breach of security or unauthorized use of your account.

Although UM will not be liable for any loss you incur by an unauthorized use of your account, you may be liable for the losses of UM or others due to such unauthorized use.

Username/Password - Your Account will be accessible via a username and password of your creation subject to acceptance by UM. You are responsible for securing the identity of your username and password. UM is neither responsible nor liable for any loss or damage arising from your failure to secure the identity of your Account information.

Right to Use Site - UM grants you a limited, revocable license to access and use the Service subject to the terms of this Agreement, including submitting user comments ('Comments') and/or the user.s personal images, photographs, icons, phrases, etc. ('Content') for posting on the site and/or fulfillment of an order for an UNDERMATS.. Nothing in this Agreement conveys to you any rights in the Service, including any Intellectual Property (.IP.) rights, including patents, trade secrets, trademarks and copyrights, of UM or any third party.

Any use of the Service or UM's products contrary to the terms of this Agreement will result in the revocation of the license granted to you.

The website and its entire contents, user generated or not, is provided to you 'AS IS', for your information and personal use only, and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any reason without the prior written consent of the respective owners of the IP therein.

UM reserves all rights not expressly granted hereunder.

You understand that your access to the website may expose you to user Comments and/or Content that you may find inaccurate, objectionable, indecent or offensive in some way. UM, however, is not responsible for the accuracy, usefulness, safety or intellectual property rights of any such Comments or Content, and you hereby waive any legal or equitable rights or remedies you may have against UM, and agree to indemnify and hold harmless UM and its owners/operators, affiliates, and/or licensors for any use you make of the site.

Right to Refuse - UM does not actively monitor the use Comments or Content provided to the Service. UM reserves the right to take down any Comments/Content or refuse/reject any order, for any reason or no reason, including, but not limited to the following circumstances.

UM does not endorse any User Comments or Content or any opinion or other message expressed thereby, and UM expressly disclaims any and all liability in connection therewith.

UM does not knowingly permit IP infringing activities to occur on its website. UM will remove any Comments and Content if properly and convincingly notified that such Comments or Content infringe IP rights as follows.

If you believe any IP has been posted or used in the Service without permission please notify UM and provide the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the IP that is allegedly infringed.
  • A description or other means of identifying the infringed IP.
  • The location in the Service of the infringed IP.
  • Contact information so UM can contact you.
  • A statement by the owner of the infringed IP that justifies the complaint.
  • A statement by you, subject to penalty of perjury, that all information provided regarding the infringement is accurate and that you are authorized to act on behalf of the owner of the IP.
  • UM may terminate a User.s access for uploading such infringing material and/or Account at any time, without prior notice and at its sole discretion.

UM reserves the right to decide whether Comments or Content are appropriate, including whether same is pornographic, obscene or defamatory. UM may remove such Comments or Contents and/or terminate a User's access for uploading such material and/or account at any time, without prior notice and at its sole discretion.

Ownership of Service . You acknowledge and agree that the Service and any related software used in the Service is the property of UM and that you will not modify, lease, rent, sell, distribute or create derivative works based on the software or the Service in any way.

No Resale of UNDERMATS. - UNDERMATS. are intended for your personal use and are not to be resold commercially.

Images in the Service - Unless otherwise indicated, all material on the Service, including images, graphics, text, photographs and icons (collectively the 'Materials') are either the sole property of UM or have been licensed to UM for use in the Service. As such you are not allowed to copy or use the Materials in any way without the express written consent of UM.

User Supplied Content - The Service provides for the uploading your Content to facilitate the creation of customized UNDERMATS.. You understand that by submitting this Content, UM does not guarantee any confidentiality with respect to the Content.

By submitting Content, you affirm, represent and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to use the Content. You will retain any such rights you have in your Content, but by submitting your Content to the Service you grant UM a nonexclusive, worldwide, transferable license to use, copy, crop, modify, reproduce, display, perform, prepare derivative works of, and distribute your Content in perpetuity and irrevocable. The above described non-exclusive license to UM includes the unlimited rights to commercially exploit the Content in any medium now known or developed in the future.

Intellectual Property - UM respects IP rights and expects you to do so as well. You may not use the Service to upload Content and order UNDERMATS. that contain content that infringes the IP rights of others. You must own the rights or have a license to the Content you use to create your custom UNDERMATS.. You are solely responsible for your actions using the Service. UM takes no responsibility and assumes no liability for any Content uploaded or otherwise transmitted by or to you via the Service. You are fully responsible and liable for any Content transmitted to the Service by you including, but not limited to, any intellectual property, computer files and text.

Termination of Account - UM may, at its sole discretion, terminate any user account for any reason or no reason. UM may remove any Comments or Content from the Service at its sole discretion without notice. UM may also modify or discontinue the Service at any time without notice. You agree that UM shall not be liable to you or any third party for any termination of an account or removal of Comments or Content from the Service.

Links in the Service - The Service may contain links to other web sites or other content available via the Internet. UM has no control of other web sites, and assumes no responsibility for the contents, privacy policies or practices of any third-party websites. You acknowledge and accept that UM is not responsible for the content found on sites linked to or from the Service, and you relieve UM of any and all liability arising from your use of any third-party website. Following a link to another web site contained in the Service is done at your own risk.

Privacy Policy - For an explanation of how UM will use any of the information you provide while using the Service please read our Privacy Policy, which is incorporated by reference herein.

Service Use Restrictions - In using the Service you agree not to:

  • Upload or download any information that is libelous, tortuous, pornographic, defamatory, knowingly false, slanderous, plagiaristic, obscene, threatening, abusive, indecent, unlawful, harmful, hateful, vulgar, or that infringes on any rights of others including, but not limited to rights of privacy, celebrity, and IP, and/or that violates all applicable local, national and international laws and regulations. Pretend to be someone other than yourself or to claim to represent an organization fraudulently. Use the Service to post content that violates or encourages others to violate any legal statute, or to incite violent or otherwise harmful or hurtful behavior.
  • Violate a confidentiality or non-disclosure agreement.
  • Post commercial messages that promote products or otherwise use the Service for commercial purposes.
  • Transmit or otherwise distribute computer viruses or other harmful computer code.
  • Use the service to collect information about other users of the Service without their express written permission.
  • Use or launch any automated system, including, but not limited to 'Spiders' or 'web bots', that accesses the Service more frequently that a human would be expected to access the Service using a conventional web browser.
  • Copy or distribute in any medium any part of the Undermats.com website, including but not limited to account information of others or User
  • Supplied Content, without UM's prior written consent.
  • Alter or modify any part of the Undermats.com website.
  • Notwithstanding the above, UM grants the operators of public search engines permission to access the site solely to the extent necessary for creating publicly available searchable indices of the site.

Age Restrictions - To create an Account and use the Service you must be of legal age to form a binding contract, and not be a person barred by any laws from using the Service.

If you are under the age of 18, but at least 13 years old, you may use the Service, but only under the supervision of a parent or legal guardian who agrees to be bound by the terms of this Agreement.

THE SERVICE IS NOT INTENDED FOR USE BY PERSONS UNDER THE AGE OF 13. IF YOU ARE NOT AT LEAST 13 YEARS OF AGE, DO NOT USE THIS WEBSITE.

Payment - UM accepts online payment via credit card. Orders will not be processed prior to credit card approval. All prices are listed in US Dollars and are subject to change without prior notice.

Shipment and Delivery - Risk of loss for all UNDERMATS. ordered by you shall pass to you once UM delivers your shipment to the shipping carrier.

Returns - UM has a quality control system that strives to ensure that all orders are filled accurately and that the UNDERMATS. are of high quality. If you are disappointed with your order you may return it to UM for the following reasons:

  • The image on your UNDERMATS. is materially different from the design you either selected or submitted.
  • The quality of the image reproduction on your UNDERMATS. is such that a reasonable person would suggest it is of poor quality.
  • Upon acceptance by UM, UM will refund the purchase price paid for the returned UNDERMATS. by issuing a credit to the credit card account used for the purchase of the returned Undermat(s). No other form of refund or exchange is available. Please note that in the process of installing an UNDERMATS. beneath most floor mats the Undermat will be punctured. UM does not accept returns for UNDERMATS. once punctured by a floor mat.

Limitation of Liability - IN NO EVENT, INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE, SHALL UM, OR ANY PARENT, SUBSIDIARY, AFFILIATE, OFFICER, EMPLOYEE, DIRECTOR, AGENT, SUPPLIER, RESELLER, OWNER OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING THE SERVICE, UM OR RELATED SERVICES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF YOU OR OTHERS HAVE ADVISED UM OF THE POSSIBILITY OF DAMAGES), RESULTING FROM, BUT NOT LIMITED TO:

  • (A) THE USE OR INABILITY TO USE THE SERVICE;
  • (B) THE COST OF ACQUIRING ALTERNATE GOODS AND SERVICES RESULTING FROM ANY PRODUCT PURCHASED OR OBTAINED FROM THE SERVICE;
  • (C) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE AND/OR ANY AND ALL PERSONAL INFORMATION STORED IN THE SERVICE;
  • (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE;
  • (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY.

YOU SPECIFICALLY ACKNOWLEDGE THAT UM SHALL NOT BE LIABLE FOR USER COMMENTS OR CONTENT THAT IS DEFAMATORY, OFFENSIVE OR ILLEGAL, INCLUDING INFRINGING OF ANOTHER.S INTELLECTUAL PROPERTY, AND THE RISK OF ANY HARM OR DAMAGES ASSOCIATED WITH SUCH ACTIVITY RESTS ENTIRELY WITH YOU.

THE WEBSITE IS CONTROLLED AND OFFERED FROM THE UNITED STATES. UM MAKES NO REPRESENTATIONS THAT THE WEBSITE IS APPROPRIATE FOR USE IN OTHER JURISDICTIONS. THOSE ACCESSING THE WEBSITE FROM JURISDICTIONS OUTSIDE THE U.S., DO SO VOLUNTARILY AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAW OF THAT JURISDICTION.

Warranty / Limitation of Responsibility - USE OF THE SERVICE IS DONE AT YOUR OWN RISK. UM DOES NOT WARRANT THAT THE SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THE SERVICE IS PROVIDED "AS IS", AND EXCEPT AS OTHERWISE STATED, UM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES, OR FITNESS FOR ANY PARTICULAR USE OR FREEDOM FROM COMPUTER VIRUSES AND THE USER HEREBY SPECIFICALLY RELEASES UM FROM ANY SUCH WARRANTIES OR REPRESENTATIONS.

Your Warranty of Ownership - YOU REPRESENT AND WARRANT THAT YOU ARE THE OWNER OR HAVE BEEN GRANTED THE APPROPRIATE LICENSES TO THE CONTENT WHICH YOU SUBMIT TO THE SERVICE AND THAT THE CONTENT DOES NOT INFRINGE UPON ANY RIGHTS OF OTHERS, INCLUDING IP RIGHTS. YOU ALSO REPRESENT THAT YOUR OWNERSHIP OR OTHER RIGHTS TO THE CONTENT IS NOT SUBJECT TO DISPUTE.

Indemnity - YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS UM AND ANY PARENT, SUBSIDIARY, AFFILIATE, OFFICER, EMPLOYEE, DIRECTOR, AGENT, SUPPLIER, RESELLER OR OWNER FROM AND AGAINST ANY AND ALL CLAIMS, JUDGMENTS, AWARDS, LOSSES, DAMAGES, COSTS, LIABILITIES, EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND COSTS OF LITIGATION) ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, YOUR VIOLATION OF THIS AGREEMENT, OR YOUR VIOLATION OF ANY RIGHTS OF A THIRD PARTY.

Governing Law - In any action relating to the Agreement, jurisdiction and venue shall be in the Fairfax County Circuit Court or the United States District Court for the Eastern District of Virginia (Alexandria Division) within the Commonwealth of Virginia, and user expressly waives any objections to venue or personal jurisdiction therein and hereby submits to said jurisdiction and venue. In any such action, the prevailing party shall be entitled to an award of reasonable attorney's fees, costs and any other relief granted. The Agreement shall be interpreted under and governed by the laws of the Commonwealth of Virginia, without giving effect to the principles of conflicts of laws thereof.

Entire Agreement/Modification/Assignment - This Agreement, as modified by UM from time to time, constitutes the entire agreement between you and UM with respect to the subject matter hereof. This Agreement may be assigned in whole or in part by UM, however it may not be assigned, transferred, delegated, and sublicensed by you.

Jury Trial Waiver - All parties hereto hereby waive a trial by jury in any matter related to or arising from the Agreement.

Waiver - No failure or delay by UM in exercising any of its rights and remedies under the Agreement or otherwise shall constitute a waiver thereof, and no single or partial waiver of any default or other right or remedy shall operate as a waiver of any other default, right or remedy or of the same default, right or remedy on a future occasion.

Assignment

Any rights or licenses granted hereunder may not be transferred or assigned by you to anyone, but may be transferred or assigned by UM without restriction.

Notices - Any notices to UM shall be sent to:

Undermats.com
Attn: Intellectual Property Division
PO Box 2018
Merrifield, VA 22216

Or send an email to: legal@undermats.com

Terms Updated: November 30, 2007