Welcome to the Erdel & Wood Home Improvement Center web site, which is located at erdelandwood.com. This Terms of Use or Terms Of Service ("TOS") contain the terms and conditions that govern your use of any of the Erdel & Wood Home Improvement Center web sites and services (as defined below). This TOS describes your rights and responsibilities and what you can expect from the Erdel & Wood Home Improvement Center web sites and services. Use of the Erdel & Wood Home Improvement Center web site constitutes your acceptance of and agreement to this TOS.

Erdel & Wood Home Improvement Center reserves the right to add, delete and/or modify any of the terms and conditions contained in this TOS, at any time and in its sole discretion, by posting a change notice or a new agreement on the Erdel & Wood Home Improvement Center web site. If any modification is unacceptable to you, your only recourse is to not use the Erdel & Wood Home Improvement Center web sites and services. Your continued use of the Erdel & Wood Home Improvement Center web sites following posting of a change notice or new TOS on the Erdel & Wood Home Improvement Center web sites will constitute binding acceptance of the changes.

1. General Rules.

1.1 Prohibited Use. You may only use the Erdel & Wood Home Improvement Center websites and services as expressly permitted by Erdel & Wood Home Improvement Center. You may not cause harm to the web sites or the Erdel & Wood Home Improvement Center services. Specifically, but not by way of limitation, you may not: (i) interfere with the Erdel & Wood Home Improvement Center Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Erdel & Wood Home Improvement Center services; (iii) use a robot, spider or other device or process to monitor the activity on or copy pages from the web site, except in the operation or use of an internet "search engine", hit counters or similar technology; (iv) collect electronic mail addresses or other information from third parties by using the Erdel & Wood Home Improvement Center services; (v) impersonate another person or entity; (vi) use any meta tags, search terms, key terms, or the like that contain Erdel & Wood Home Improvement Center's name or trademarks; (vii) engage in any activity that interferes with another user's ability to use or enjoy the Erdel & Wood Home Improvement Center services; or (viii) assist or encourage any third party in engaging in any activity prohibited by this TOS.

1.2 Privacy Policy. By entering into this TOS, you agree to Erdel & Wood Home Improvement Center's collection, use and disclosure of your personal information in accordance with the Erdel & Wood Home Improvement Center Privacy Policy.

1.3 Ordering Policies. If If you purchase Products, you agree to do so in accordance with Erdel & Wood Home Improvement Center's instructions on Erdel & Wood Home Improvement Center's web sites.

2. Reservation of Rights.

2.1 Monitoring. Erdel & Wood Home Improvement Center reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the web site. If Erdel & Wood Home Improvement Center determines, in its sole and absolute discretion, that you or another Erdel & Wood Home Improvement Center user will breach a term or condition of this TOS or that such transaction or communication is inappropriate, Erdel & Wood Home Improvement Center may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.

2.2 Modification of the Service. Erdel & Wood Home Improvement Center reserves the right to modify the organization, structure or "look and feel" of the Erdel & Wood Home Improvement Center Service or the web sites, and may change, suspend, or discontinue any aspect of the Erdel & Wood Home Improvement Center services at any time without any liability to you or any third party. Erdel & Wood Home Improvement Center shall have complete discretion over the features, functions, prices and other terms and conditions on which the Erdel & Wood Home Improvement Center Service is offered to Erdel & Wood Home Improvement Center users.

3. Submissions.

When you submit questions, comments, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications or any other information ("Submissions"), you grant Erdel & Wood Home Improvement Center permission to use such Submissions for marketing and other promotional purposes, including the right to sublicense. You agree that Erdel & Wood Home Improvement Center will have no obligation to keep any Submissions confidential. You will not bring a claim against Erdel & Wood Home Improvement Center based on "moral rights" or the likes arising from Erdel & Wood Home Improvement Center's use of a Submission.

 

4. Representations and Warranties.

4.1 Mutual Representations and Warranties. You represent and warrant to Erdel & Wood Home Improvement Center and Erdel & Wood Home Improvement Center represents and warrants to you: (i) that you or it has the full power and authority to enter into and perform under this TOS, (ii) the execution and performance of your or its obligations under this TOS does not constitute a breach of or conflict with any other agreement or arrangement by which you or it is bound, and (iii) this TOS is a legal, valid and binding obligation of the party entering into this TOS, enforceable in accordance with its terms and conditions.

4.2 By You. You represent and warrant to Erdel & Wood Home Improvement Center that, in your use of the Erdel & Wood Home Improvement Center services, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party, and (ii) will comply with all applicable laws, rules, and regulations. You further represent and warrant to Erdel & Wood Home Improvement Center that: (i) there are no claims, demands or any form of litigation pending, or to the best of your knowledge, threatened with respect to any of your Content; (ii) Erdel & Wood Home Improvement Center will not be required to make any payments to any third party in connection with its use of your Content, except for the expenses that Erdel & Wood Home Improvement Center incurs in providing the Erdel & Wood Home Improvement Center services; (iii) the use of any instructions, formulae, recommendations, or the like contained in your Content will not cause injury to any third party; and (iv) your Content does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

5. Disclaimers and Exclusions.

DISCLAIMER OF WARRANTIES. Erdel & Wood Home Improvement Center PROVIDES THE web sites AND Erdel & Wood Home Improvement Center services ON AN "AS IS" AND "AS AVAILABLE" BASIS. Erdel & Wood Home Improvement Center DOES NOT REPRESENT OR WARRANT THAT ITS WEB SITES, Erdel & Wood Home Improvement Center SERVICES OR ITS USES: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. Erdel & Wood Home Improvement Center MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

6. Limitation of Liability.

LIMITATION OF LIABILITY. Erdel & Wood Home Improvement Center WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE Erdel & Wood Home Improvement Center SERVICES OR THIS TOS, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THIS TOS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THIS TOS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS TOS EXCEED $0.00.

7. Indemnification.

You must indemnify and hold Erdel & Wood Home Improvement Center and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Parties alleging that you have breached any provision of this TOS through any act or omission. If you have to indemnify Erdel & Wood Home Improvement Center under this Section, Erdel & Wood Home Improvement Center will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Erdel & Wood Home Improvement Center's express written permission.

 

8. Termination.

8.1 Termination. In its sole discretion, with or without notice to you, Erdel & Wood Home Improvement Center may: (i) suspend, limit your access to or terminate your use of the Erdel & Wood Home Improvement Center web sites and services, (ii) suspend, limit your access to or terminate your account.

8.2 Survival. Notwithstanding Section 11.1 above, this TOS will survive indefinitely unless and until Erdel & Wood Home Improvement Center chooses to terminate this TOS.

8.3 Effect of Termination. If you or Erdel & Wood Home Improvement Center terminates your use of the web sites or the Erdel & Wood Home Improvement Center services, Erdel & Wood Home Improvement Center may delete any Content or other materials relating to your use of the Erdel & Wood Home Improvement Center services on Erdel & Wood Home Improvement Center's servers or otherwise in its possession and Erdel & Wood Home Improvement Center will have no liability to you or any third party for doing so.

9. Notice.

All notices required or permitted to be given under these TOS will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to Erdel & Wood Home Improvement Center, you must use the following addresses: Erdel & Wood Home Improvement Center, Inc., 109 W. Monroe, Mexico, MO 65265, USA, or email us by clicking here. If Erdel & Wood Home Improvement Center provides notice to you, Erdel & Wood Home Improvement Center will use the contact information provided by you to Erdel & Wood Home Improvement Center. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated. If applicable law requires that a given communication be "in writing," you agree that email communication will satisfy this requirement.

 

10. Dispute Resolution.

All disputes arising out of, relating to or connected with these TOS or your use of any part of the Erdel & Wood Home Improvement Center services will be exclusively resolved under confidential binding arbitration held in Mexico, MO, before and in accordance with the Rules of the American Arbitration Association, by a sole arbitrator applying Missouri law (without regard for conflicts of law principles). The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. Any action to enforce an arbitrator's award will be brought in a federal or state court located in Mexico, MO. Each party hereby irrevocably submits to the personal jurisdiction of the Federal and Missouri State courts in Mexico, MO. Notwithstanding anything to the contrary in this Section 10, Erdel & Wood Home Improvement Center may seek equitable relief, including, without limitation, injunctive relief and specific performance, without the requirement of posting a bond or other security or proving money damages are insufficient, from a court of competent jurisdiction.

 

11. Miscellaneous.

These TOS will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Missouri without reference to conflict of law principles. This TOS is not assignable or transferable by you without the prior written consent of Erdel & Wood Home Improvement Center. This TOS (including all of the policies and other Agreements described in this TOS, which are incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under this TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. You and Erdel & Wood Home Improvement Center are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this TOS. The invalidity or unenforceability of any provision of this TOS will not affect the validity or enforceability of any other provision of this TOS, all of which will remain in full force and effect.