Terms of Use
RudolphProduct.com Terms of Use
Effective as of November 1, 2007

Welcome to RudolphProduct.com. Character Arts, LLC and its affiliates, provide their services to you subject to the following terms and conditions. If you visit RudolphProduct.com, you accept these terms and conditions. Please read them carefully. If you do not agree with any part of the following terms and conditions, you must not use this site.

1. OWNERSHIP. This site, and each of its modules, together with the arrangement and compilation of the content found on this site ("RudolphProduct.com"), is the copyrighted property of The Rudolph Co., L.P. and/or its various third party providers and distributors. In addition, the trademarks, logos and service marks displayed on this site (collectively, the "Trademarks") are registered and common law Trademarks of The Rudolph Co., L.P., its affiliates, and various third parties. Nothing contained on this site should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any of the Trademarks.

2. CONSIDERATION. You acknowledge that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your use of RudolphProduct.com and receipt of data, materials and information available at or through RudolphStore.com, the possibility of Character Arts, LLC’s review, use or display of your transmission (as set forth below in section 5 labeled, "REVIEW OF TRANSMISSIONS"), and the possibility of publicity and promotion from Character Arts, LLC’s review, use or display of your transmissions.

3. USE OF SITE. Character Arts, LLC grants you a limited, non-transferable license to use this site in accordance with the terms and conditions of these Terms of Use. This site and the content provided in this site, including the text, graphics, button icons, audio and video clips, digital downloads, data compilations and software, may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the written permission of Character Arts, LLC, and/or its third party providers and distributors, except that you may download, display and print the materials presented on this site for your personal, non-commercial use only.

You may not use any "robot," "spider" or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data or content found on this site, in any case without the prior written permission of Character Arts, LLC.

You agree that you will not transmit or otherwise transfer any Web pages, data or content found on this site to any other computer, server, Web site, or other medium for mass distribution or for use in any commercial enterprise.

Without limiting the generality of the foregoing, no software from RudolphProduct.com may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Syria, or any other country to which export is subject to control or licensing by the U.S.; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list or otherwise in violation of export control laws or regulations.

You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of this site.

You agree that you will not take any action that imposes a burden or load on the RudolphProduct.com infrastructure that Character Arts, LLC deems in its sole discretion to be unreasonable or disproportionate to the benefits Character Arts, LLC obtains from your use of the site.

Unauthorized use of this site and/or the materials contained on this site may violate applicable copyright, trademark or other intellectual property laws or other laws. You must retain all copyright and trademark notices, including any other proprietary notices, contained in the materials, and you must not alter, obscure or obliterate any of such notices. The use of such materials on any other Web site or in any environment of networked computers is prohibited.

You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.

In addition, you are prohibited from posting or transmitting any information which (a) infringes the rights of others or violates their privacy or publicity rights, (b) is protected by copyright, trademark or other proprietary right, unless with the express written permission of the owner of such right, (c) contains a virus, bug or other harmful item, or (d) is used to unlawfully collude against another person in restraint of trade or competition. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of this site.

4. AGE AND RESPONSIBILITY. If you use this site, you are responsible for maintaining the confidentiality of your account information and your password. You agree to accept responsibility for all activities that occur under your account or password. You represent that you are of sufficient legal age to use this site and to create binding legal obligations for any liability you may incur as a result of the use of this site. You understand that you are financially responsible for all uses of this site by you and those using your login information.

5. PRIVACY. You have read the RudolphProduct.com Privacy Policy, the terms of which are incorporated herein, and agree that the terms of such policy are reasonable. You consent to the use of your personal information by Character Arts, LLC in accordance with the terms of and for the purposes set forth in the RudolphProduct.com Privacy Policy. You also agree (a) to promptly notify us at webmaster@rudolphstore.com of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to RudolphProduct.com. In addition, you agree to exit from your account at the end of each session.

6. REVIEW OF TRANSMISSIONS. Character Arts, LLC may, from time to time monitor and review any information transmitted or received through this site and reserves the right to censor, edit, remove or prohibit the transmission or receipt of any information that Character Arts, LLC deems inappropriate or in violation of these terms and conditions. During monitoring, the information may be examined, recorded or copied, and your use of this site constitutes your consent to such monitoring and review. You agree that if you submit suggestions, ideas, comments or questions or post any other information on this site, you grant Character Arts, LLC and its affiliates a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicenseable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such content in any form, media or technology, now known or hereafter devised.

You hereby appoint Character Arts, LLC as your agent with full power to enter into and execute any document and/or do any act Character Arts, LLC may consider appropriate to confirm the grant of rights, consents, agreements, assignments and waivers set forth in these Terms of Use.

7. EXCLUSION OF WARRANTY. CHARACTER ARTS, LLC AND ANY THIRD PARTY PROVIDERS AND DISTRIBUTORS MAKE NO WARRANTY OF ANY KIND REGARDING THIS SITE AND/OR ANY MATERIALS PROVIDED ON THIS SITE, ALL OF WHICH ARE PROVIDED ON AN "AS IS" BASIS. CHARACTER ARTS, LLC AND ANY THIRD PARTY PROVIDERS AND DISTRIBUTORS DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THIS SITE AND SUCH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. NEITHER CHARACTER ARTS, LLC NOR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS WARRANT THAT THIS SITE, ITS SERVERS OR ANY E-MAIL SENT FROM CHARACTER ARTS, LLC OR RUDOLPHSTORE.COM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS WHICH VARY FROM STATE TO STATE.

8. LIMITATION OF LIABILITY. CHARACTER ARTS, LLC, THE RUDOLPH CO., L.P., ROBERT L. MAY COMPANY, LLC, ST. NICHOLAS MUSIC INC. AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, PARENT, SUBSIDIARIES, AFFILIATES, AND CO-VENTURERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (COLLECTIVELY THE “RELEASEES”) ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THIS SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE. IN NO EVENT SHALL RELEASEES OR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF THIS SITE OR CONTENT FOUND HEREIN, INCLUDING, BUT NOT LIMITED TO, YOUR FAILURE TO COMPLY WITH SECTION 4 LABELED “PRIVACY” AND CONTENT POSTED OR SUBMITTED BY YOU AS SET FORTH IN SECTION 5 LABELED “REVIEW OF TRANSMISSION”, OR (II) ANY PERFORMANCE OR NON PERFORMANCE BY RELEASEES OR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS, INCLUDING, BUT NOT LIMITED TO, NON PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY. If, notwithstanding the foregoing, RELEASEES or any third party provider or distributor should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of this site or its content, the liability of RELEASEES and the third party providers and distributors shall in no event exceed US$100.00. Some states do not allow limitation of liability, so the foregoing limitation may not apply to you.

9. INDEMNIFICATION. You shall defend and indemnify RELEASEES and any third party providers and distributors and their officers, directors, employees and agents from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, brought by or on your behalf in excess of the liability described herein or by third parties as a result of your use of this site. RELEASEES reserve the right to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall use your best efforts to cooperate with us in the defense of any claim.

10. LINKS. This site contains links to other Web sites which are provided solely as a convenience to you and not as an endorsement by Character Arts, LLC, its third party providers or distributors of the contents of such other Web sites. None of Character Arts, LLC or any third party provider or distributor shall be responsible for the content of any other Web sites and make no representation or warranty regarding any other Web sites or the contents or materials on such Web sites. You acknowledge that other Web sites are not controlled by Character Arts, LLC and different terms of use and privacy policy may apply. If you decide to access other Web sites, you do so at your own risk.

11. RELATIONSHIP. The relationship between Character Arts, LLC and you will be that of independent contractors. These Terms of Use do not create an agency, partnership, or joint venture relationship between you and any of Character Arts, LLC’s respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other.

12. GOVERNING LAW, JURISDICTION AND VENUE. These Terms of Use and its performance shall be governed by the laws of the state of New York, United States of America, without regard to its conflict of laws provisions. You agree that any action at law or in equity arising out of or relating to these Terms of Use shall be filed, and that venue properly lies, only in state or federal courts located in the borough of Manhattan, New York, New York, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. Character Arts, LLC makes no representation that information, content or materials on RudolphProduct.com are appropriate or available for use in any particular location. Those who choose to access RudolphProduct.com do so on their own initiative and are responsible for compliance with all applicable laws including, but not limited to, any applicable local laws. To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of this site must be brought within two (2) years from the date on which such claim or action arose or accrued.

13. ATTORNEY'S FEES. If Character Arts, LLC or its affiliates take any action to enforce these Terms of Use and these terms and conditions, such parties will be entitled to recover from you, and you agree to pay, all reasonable and necessary attorney's fees and any cost of litigation, in addition to any other relief, at law or in equity, to which such parties may be entitled.

14. INJUNCTIVE RELIEF. You acknowledge that a violation or attempted violation of any of these Terms of Use will cause such damage to Character Arts, LLC as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that Character Arts, LLC shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as recover from you any and all costs and expenses sustained or incurred by Character Arts, LLC in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction.

15. TERMINATION. Character Arts, LLC may terminate these Terms of Use and/or the provision of any of the services without notice to you at any time for any reason, including any improper use of this site or your failure to comply with these terms and conditions. Upon termination, you must cease use of RudolphProduct.com and destroy all materials obtained from RudolphStore.com and all copies thereof, whether made under these Terms of Use or otherwise. Such termination shall not affect any right to relief to which Character Arts, LLC and its third party providers and distributors may be entitled, at law or in equity. Upon termination of these Terms of Use, all rights granted to you will terminate and revert to Character Arts, LLC and its third party providers or distributors, as applicable.

The provisions of these Terms of Use, which by their nature should survive the termination of these Terms of Use, shall so survive such termination.

16. ASSIGNMENT. You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.

17. MODIFICATION. Character Arts, LLC may at any time modify these terms and conditions without notice and it is your responsibility to review these Terms of Use for any changes. Your use of RudolphProduct.com following any amendment of these Terms of Use will signify and constitute your assent to and acceptance of such revised Terms of Use.

18. ADDITIONAL TERMS. Additional terms and conditions may apply to reservations, purchases of goods and services and other uses of portions of this site, and you agree to abide by such other terms and conditions.

19. SEVERABILITY. These terms and conditions shall be deemed severable. The invalidity of any provision of these Terms of Use shall not impair or affect the validity of the remaining portions hereof, and these Terms of Use shall be construed as if such invalid provision had not been included herein.

20. HEADINGS. The headings used in these Terms of Use are included for convenience only and will not limit or otherwise affect the terms and conditions herein.

21. ENTIRE AGREEMENT. These Terms of Use, together with any terms and conditions incorporated herein or referred to herein, expresses the entire understanding of the parties hereto and replaces any and all former agreements, understandings, representations or warranties relating to the subject matter hereof and contains all of the terms, conditions, understandings, representations, warranties, and promises of the parties hereto in connection therewith. No modification, alteration or amendment of these Terms of Use shall be valid or binding unless in writing or by making such amendment or modifications available on this site. No waiver of any term or condition of these Terms of Use shall be construed as a waiver of any other term or condition.