Kingsdown, INC.
WEBSITE TERMS OF USE
Last updated: May 6, 2021
The Kingsdown Group comprises our portfolio companies, Kingsdown, Inc., Owen & Company Limited (dba Kingsdown Canada), and Corporation Zedbed International Inc. (dba Zedbed). The Kingsdown Group (“Kingsdown” or “we” or “us”) provides certain services and product information at our websites located at kingsdown.com, kingsdownmattress.com, bedmatch.com, zedbed.com, and subdomains of these websites (the “Websites”) to you subject to these Website Terms of Use (these “Terms”). If you are accessing and/or using the Websites on behalf of your employer or as a consultant or agent of a third party, you represent and warrant that you have authority to act on behalf of and bind your employer or third party to these Terms.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. YOU SHOULD REVIEW THESE TERMS, AS MODIFIED OR AMENDED FROM TIME TO TIME, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND KINGSDOWN.
1. Binding Effect / Users. These Terms set forth the legally binding terms for your use of the Websites. “Use” of or “Using” the Websites includes browsing, using, or accessing all or any part of the Websites and any content offered therein. Your use of the Websites signifies that you have read, understand and agree to be bound by these Terms. You are only authorized to use the Websites (regardless of whether your use is intended) if you agree to abide by these Terms and all applicable laws. If you do not agree to abide by these Terms and all applicable laws, you should discontinue use of the Websites immediately.
2. Other Policies / Terms. All policies currently posted on the Websites, and all policies that may be posted by us on the Websites in the future, in our sole discretion, are hereby incorporated into these Terms, including our Privacy Policy, which is incorporated into these Terms by this reference. If you purchase goods or services from us, your purchase is also subject to our Terms of Sale and Return Policy, which is also incorporated into these Terms by this reference.
3. Modification of Terms. WE RESERVE THE RIGHT TO CHANGE, ADD TO, OR DELETE, PORTIONS OF THESE TERMS UPON 30 DAYS’ NOTICE TO YOU, IN OUR SOLE DISCRETION. Any modifications to these Terms will be posted on our Websites. Your continued use of the Websites after 30 days from the posting of a modification to these Terms signifies your acceptance of such modification. It is your responsibility to review these Terms regularly to ensure you are aware of any changes.
4. Eligibility. By using the Websites and/or by registering for an account or registering a product for warranty purposes (any of the prior acts, your “Registration”), you represent and warrant that (a) all information you submit to the Websites is truthful, accurate, current and complete; (b) you will update and maintain the accuracy of such information; (c) you have legal capacity and are of legal age to accept and agree to be bound by these Terms (as per the laws and regulations of your jurisdiction); and (d) your use of the Websites does not violate any applicable law, rule or regulation. Your Registration may be terminated without notice if we believe that you are not of legal age or otherwise lack legal capacity to accept and agree to be bound by these Terms or as otherwise permitted herein.
5. Termination of Registration/Access. Kingsdown reserves the right, in its sole discretion, to deny, restrict, suspend or terminate your use of all or any part of the Websites at any time, for any reason or no reason at all, with or without notice or explanation, and without liability. Kingsdown expressly reserves the right to deny, restrict, suspend, or terminate your use of all or any part of the Websites if Kingsdown determines, in its sole discretion, that you have violated these Terms or that you may pose a threat to the Websites and/or its users. After access is terminated, these Terms will terminate, but any terms that by their nature survive the termination of these Terms shall continue to apply.
6. Passwords and Security.
6.1. When you register for a Kingsdown account, an account will be created and you will be prompted to create an account, username and password. You are responsible for maintaining the confidentiality and security of your password. You agree not to use the account, username, or password of another registered user of the Websites at any time. You further agree not to disclose your password to any third party. You agree to notify Kingsdown immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account and for all actions that take place through the use of your account.
6.2. We may, in our sole discretion, provide you with authentication tokens (e.g., API registration keys), or other security control information, in connection with your Website account. Use of such security control information is restricted to authorized users only, and may not be disclosed to any third party. Unauthorized access is prohibited.
7. Your Use of the Websites.
7.1 All electronic documents that you upload and store on your account shall be your “Submitted Content”. We do not control, verify, or endorse the Submitted Content that you or others upload through the Websites. You are responsible for: (a) all Submitted Content you upload and share through the Websites and (b) making sure that you have all the rights you need to the Submitted Content.
7.2 You agree to provide us (as well as agents or service providers acting on our behalf to provide the Websites or our services) the right to collect, process, use, transmit and disclose the Submitted Content and other information which we may obtain as part of your use of the Websites or our services but only: (i) as necessary for us to provide the Websites or our services, (ii) as otherwise permitted by these Terms or our Privacy Policy, (iii) as otherwise required by law, regulation or order, or (iv) to respond to an emergency.
7.3 The Websites and our services are provided from the United States and/or Canada. By using and accessing the Websites, you understand and agree to the storage of Submitted Content and any other personal information in the United States and/or Canada. However, you understand that you (or other people that you collaborate with) can access the Websites (including Submitted Content) from outside of the United States or Canada (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States and/or Canada.
7.4 You agree you will not, nor will you encourage or assist others to: (a) use the Websites to harm, threaten, or harass another person or organization; (b) damage, disable, overburden, or impair the Websites (or any network connected to the Websites); (c) resell or redistribute the Websites or any part of them; (d) use any unauthorized means to modify, reroute, or gain access to the Websites or attempt to carry out any of these activities; (e) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by us outside of ordinary web browser usage) to access or use the Websites; (f) use the Websites beyond the permitted features or in violation of these Terms; (g) use the Websites to violate any law of distribute malware or malicious Submitted Content; or (h) distribute, post, share information or Submitted Content you don’t have the right to or is illegal.
7.5. We may sometimes review how the Websites or our services are being accessed and used, but you acknowledge that we have no obligation to do so. We are not responsible for files OR user posts on our forums or elsewhere, or any other information accessible through the Websites.
7.6. Kingsdown is not obligated to evaluate or provide any comments to you regarding any submissions you make to Kingsdown. In Kingsdown’s sole discretion, Kingsdown may contact you with critiques, updates, feedback or questions regarding your submissions, including the status of Kingsdown’s evaluation of your submission. In no event will any such contact or communication from Kingsdown obligate Kingsdown to adopt your submission, provide a timeframe for evaluation or provide any additional communication regarding your submission.
7.7. Nothing in these Terms will impair Kingsdown’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, Kingsdown will be free to use any information, suggestions or recommendations you provide to Kingsdown pursuant to these Terms for any purpose, subject to any applicable trademarks, patents, or copyrights.
8. Proprietary Rights to our Content.
8.1. Rights to our Content. All content available on the Websites, including without limitation, designs, text, blog posts, graphics, profiles, messages, notes, advertisements, listings, pictures, images, video, bios, information, reviews, works of authorship, applications, software and APIs (“Software”), music, sound and other files, and their selection and arrangement (“our Content”) are the property of Kingsdown or its licensors with all rights reserved. Except as expressly provided in these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, use, perform, post, display, frame, reproduce, republish, download or sell all or any part of our Content, in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without Kingsdown’s prior written permission.
8.2. License to our Content. If you are a current registered user of the Websites, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use our Content, provided that you abide by these Terms and keep all copyright or other proprietary notices intact. You may not upload or republish our Content on any Internet, intranet or extranet site or incorporate the information in any other database or compilation, or publish our Content in any other form or format. Such license is subject to these Terms and does not include or otherwise permit use of any data mining, robots or similar data gathering or extraction methods. Any use of the Websites or our Content other than as specifically authorized herein is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright, trademark, or communications laws. Except as expressly stated herein, any use of our Content is strictly prohibited. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.
8.3. Registered User Information. When you register for a Kingsdown account you may be asked to provide certain personal information which may include, without limitation, your name, address, telephone number, e-mail address, age, gender, testimonial, credit or debit card information and date of birth (“Personal Information”). All information you provide to Kingsdown through the Websites is considered your “Registered User Information”, and you are solely responsible for all such information. By providing the Registered User Information, you expressly consent to Kingsdown’s collection, use, and disclosure of the Personal Information as described in these Terms and our Privacy Policy.
8.4. Right to use Registered User Information. You authorize us to make such copies of your Personal Information as we deem necessary to facilitate its use and storage. You also grant us the right to use any of your Registered User Information to provide you with targeted advertising or promotional material, to offer personalized features, to complete surveys, studies or data analysis conducted by Kingsdown or any of its partners or for other promotional or marketing purposes.
8.5. Copyrights/Patents. All the Websites’ design, text, graphics, blog posts, logos, button icons, images, photos, audio clips, video clips, digital downloads, data compilations, Software, and our Content, are owned solely and exclusively by Kingsdown or its content or software suppliers and are protected by United States and international copyright or patent laws. The compilation, selection and arrangement, “look and feel” and color schemes of all content on the Websites are the exclusive property of Kingsdown and protected by United States and international copyright laws.
8.6. Trademarks. The name “KINGSDOWN”, and all Kingsdown product and service names, logos, graphics, page headers, button icons, scripts, and all registered and unregistered marks and service names used by Kingsdown are service marks, trade names, trademarks and/or trade dress of Kingsdown or its affiliates (collectively “Kingsdown’s Marks”). You may not use Kingsdown’s Marks for any reason or purpose whatsoever. All trademarks not owned by Kingsdown that appear on the Websites are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Kingsdown.
9. Protecting Your Intellectual Property. You retain all intellectual property and other rights, title and interest in and to any Submitted Content that you upload to the Websites. You are solely responsible for your Submitted Content, and we do not have, and will not acquire, any right, title or interest in or to your Submitted Content except as specifically detailed in these Terms.
Kingsdown respects the intellectual property rights of others. Following is our Notice and Procedure for Making Claims of Copyright Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Kingsdown’s copyright agent with all of the information specified below. Please note that this procedure is exclusively for notifying Kingsdown that your copyrighted material has been infringed.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of the location on the Website of the material that you claim is infringing;
- Your name, address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Kingsdown’s Agent for Notice of copyright infringement can be reached as follows:
By Mail:
Attn: Copyright Agent
Kingsdown, Inc.
PO Box 388
Mebane NC 27302
United States
10. Disclaimers.
10.1. Users. Under no circumstances shall Kingsdown be responsible or liable for any loss or damage, including without limitation, property damage, personal injury, or death, resulting from use of THE WEBSITES or the conduct of any user of the Websites.
10.2. Third-Party Websites. The Websites may contain links to third-party websites. Kingsdown is not responsible or liable for the content, completeness, accuracy or opinions expressed on such third-party websites. Inclusion of any link to a third-party website on the Websites does not imply Kingsdown’s approval or endorsement of, or agreement with, the content of such third-party website. If you choose to access third-party websites, you do so at your own risk.
10.3. Third-Party Advertisements / Applications. Kingsdown is not responsible or liable for third-party advertisements or third-party applications that are posted on or through the Websites, nor does it take any responsibility for the goods or services provided by its advertisers.
10.4. Availability of the Websites. The Websites or any portion thereof may be unavailable from time to time for maintenance or other reasons. Kingsdown assumes no responsibility or liability for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any user communication. Kingsdown is not responsible for any problem, technical malfunction, or failure of: any telephone network, service or line; computer system, online system, server, provider, mobile phone or other equipment; software; any e-mail transmission due to technical problems or traffic congestion on the Internet or on the Websites or combination thereof; including any injury or damage to your or to any other person’s computer, mobile phone, smart phone, tablet or other equipment, related to or resulting from use of the Websites.
10.5. Not Medical Equipment. OUR products AND SERVICES are not intended as a substitute for medical care or equipment. Specific medical conditions and needs should always be addressed with your personal physician or health care provider.
10.6. Disclaimer of Warranties. The following does not affect any warranties that cannot be excluded or limited under applicable law, including the legal warranty provided for under Quebec law:
THE WEBSITES AND ALL CONTENT THEREIN ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND KINGSDOWN EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. KINGSDOWN DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITES. KINGSDOWN DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE WEBSITES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE WEBSITES, SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES AND MALWARE. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE FROM OR THROUGH THE WEBSITES AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND FOR ANY DAMAGE TO YOUR MOBILE DEVICE, COMPUTER SYSTEM OR OTHER EQUIPMENT, OR LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
11. Limitation on Liability. The following does not affect any liability which cannot be excluded or limited under applicable law:
IN NO EVENT SHALL KINGSDOWN OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITIES OR ANTICIPATED SAVINGS, ARISING FROM YOUR USE OF THE WEBSITES OR KINGSDOWN CONTENT EVEN IF KINGSDOWN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, KINGSDOWN’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO KINGSDOWN FOR USE OF THE WEBSITES ONLY DURING THE TIME YOU ARE A REGISTERED USER OF THE WEBSITES. YOU ACKNOWLEDGE THAT IF YOU DO NOT PAY FEES TO KINGSDOWN FOR USE OF THE WEBSITES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM KINGSDOWN, REGARDLESS OF THE CAUSE OF ACTION.
12. Disputes. If you are located in the United States or elsewhere (except Canada): (i) these Terms shall be governed by, and construed in accordance with, the laws of the State of North Carolina, without regard to its conflict of law provisions; (ii) any and all actions or proceedings arising out of or relating to these Terms, the Websites or our Content, shall be instituted and litigated in a court of competent jurisdiction in Alamance County, North Carolina; and (iii) you and Kingsdown hereby agree to submit to the exclusive personal jurisdiction of the courts located in Alamance County, North Carolina to resolve any dispute arising out of or in connection with these Terms, the Websites, our Content or Submitted Content. If you are located in Canada: (i) these Terms shall be governed by, and construed in accordance with, the laws of the Province of Ontario (Canada) and the laws of Canada applicable therein, without regard to its conflict of law provisions; (ii) any and all actions or proceedings arising out of or relating to these Terms, the Websites or our Content, shall be instituted and litigated in a court of competent jurisdiction in Toronto, Ontario; and (iii) you and Kingsdown hereby agree to submit to the exclusive personal jurisdiction of the courts located in Toronto, Ontario to resolve any dispute arising out of or in connection with these Terms, the Websites, our Content or Submitted Content.
13. Indemnity. You agree to indemnify and hold harmless Kingsdown and its affiliates, and their respective directors, officers, employees, agents, representatives, successors and assigns, at your own expense, from and against any and all loss, liability, claims, damages, suits, demands, actions and/or costs (including without limitation reasonable attorney fees and costs) made by any third party arising out of or related to a) your actions or inactions; b) the use of your Website account by you or any other person; c) your breach or violation of these Terms; d) your breach of the representations and warranties set forth in these Terms; and/or e) information provided by you or any person through your Website account.
14. Other. These Terms, including all documents incorporated by reference herein, as such may be modified from time to time, constitute the entire agreement between you and Kingsdown regarding the use of the Websites. The failure of Kingsdown to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Words importing the singular number only shall include the plural and vice versa. These Terms operate to the fullest extent permissible by law. If any provision of these Terms is unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. Kingsdown may assign or transfer these Terms, including any of its rights or obligations hereunder, at any time, with or without notice to you. These Terms and all of your rights and obligations hereunder will not be assignable or transferable by you without the prior written consent of Kingsdown. These Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
15. Language. It is the express wish of the parties that this agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés en anglais seulement.