Terms and Conditions of Use

This website, www.woodlandtools.com (“Site”) is owned and operated by Woodland Tools Inc., a Wisconsin corporation (“Woodland” or “Company”). Please carefully read these terms and conditions (“Terms and Conditions”) before accessing this Internet site. BY ACCESSING THIS SITE, DOWNLOADING ANY AVAILABLE INFORMATION FROM THE SITE, OR ACCESSING ANY ONLINE APPLICATION OWNED AND OPERATED BY WOODLAND THAT LINKS TO THESE TERMS AND CONDITIONS, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS:

Woodland reserves the right to change the Terms and Conditions of Use and other guidelines or rules posted on the Site and the Application, including its Privacy Policy, which is hereby incorporated by reference, from time to time at its sole discretion. Your continued use of the Site after such notice has been posted constitutes your acceptance of the changes. You should periodically check these Terms of Use to view the then current terms.

The person accessing or using the Site, whether or not registered for an account (“you”), may simply browse the Site, or you may register and create an account (“Account“). You must have an Account to use Woodland’s full range of Site services. If Woodland believes or suspects that any information you provide on the Site that is not true, accurate, current or complete, Woodland may deny or terminate your access to the Site (or any portion thereof).

The content of the Site (including but not limited to text, images and audiovisual elements) are in its entirety the sole and exclusive property of Woodland by virtue of the Copyright Act. All rights reserved. Reproduction, transfer, distribution or storage of part or all of the content in any form without the prior written permission of Woodland is prohibited, apart from the exceptions mentioned in these terms and conditions.

The Woodland logotype, the corporate symbol therein as well as registered and unregistered brand names, product names and other possible intellectual property rights and intangible assets are the property of Woodland. The logotypes, the corporate symbols therein as well as registered and unregistered brand names, product names and other possible intellectual property rights and intangible assets of subsidiaries and associated companies are the property of Woodland and/or its subsidiaries or associated companies. Access to our the Site cannot indirectly or otherwise be construed as conferring licensing or other rights to use any brand shown on the Site without prior written consent by Woodland.

Woodland permits you to store on your computer or print extracts from these pages, but only for your private use. The content of the Woodland available on the Site may be used for information purposes only and in such a manner that does not harm the reputation of Woodland. Information provided on this Site must not be modified without the written permission of Woodland. Individual documents on our The Site may be subject to additional terms indicated in those documents. You must not transfer the materials to any other person unless you give them notice of, and they agree to accept, the obligations arising under terms and conditions of use.

You represent and warrant that you will use the Site in compliance with this Agreement,
including the laws and provisions controlling this Agreement and to comply with all existing and future Site policies and rules. . If you breach any of the

Terms of Use, your authorization to use the Site automatically terminates, and any materials downloaded or printed from the Site or the Application in violation of the Terms of Use or the Privacy Policy must be immediately destroyed. You agree-that you will not use the Site to transmit spam or unsolicited communications, pretend to be Woodland or someone else, forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Site, misrepresent your affiliation with a person or entity, act in a manner that negatively affects other users’ ability to use the Site, engage in activities that would violate any applicable law, post or transmit any material which violates or infringes in any way upon the rights of others or which is unlawful, abusive, defamatory, vulgar or otherwise objectionable or which contains any advertising or solicitation with respect to products or services or collect or store personal data about other users unless specifically authorized by such users. If you do not comply with the aforesaid, you may not use the Site and Woodland reserves all its legal rights in relation to such non-compliance.

The content of the Woodland the Site is provided ‘as it stands’. Woodland gives no warranty of any kind, either express or implied, in relation to the accessibility, correctness, accuracy, reliability or content of information on these pages or attainable through them. Woodland does not warrant that the Site or the server that makes them available are free of viruses or other harmful components. Woodland reserves the right to change the pages or withdraw access to them at any time without separate announcement.
Woodland shall not be liable in any manner whatsoever for direct, indirect, incidental, special or consequential damages, losses, expenses or loss of profits related to the fact that you have accessed Woodland the Site or pages linked to them, that you have not been able to access information on these pages or that you have used or tried to use information on the pages. Woodland, furthermore, shall not be liable for direct or indirect damages related to disruption, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Woodland or its representatives are advised of such damages, losses or expenses. Woodland liability, if any, is limited to and will not exceed that compelled by US law.

Woodland assumes no responsibility for material owned, created or published by third-parties to which there is a link from the Site. When linking to a third-party site, you shall review and agree to the site’s terms of use, if any, before using the site. A link to a non-Woodland site does not imply that Woodland endorses the site or the products or services mentioned on the site. When submitting material to us, e.g. by e-mail or through our Site, you agree to the following terms: (1) You make the material available knowing that we may publish it. (2) You warrant that the material will not contain any item that is unlawful or otherwise unfit for publication. You further warrant that you shall not provide any information or materials to Woodland that is defamatory, threatening, obscene, harassing, or otherwise unlawful under whatever applicable law. (3) You affirm that the material is your own or that you have unlimited right to provide it to us and that we may publish the material and/or incorporate it or any parts thereof in our products without accountability or liability to pay compensation.(4) Before sending the material, you take reasonable precautions to find and remove any viruses or other contaminating or destructive features. (5) You agree to compensate us for any damages in the event that a third-party takes action against us in consequence of the material you send. (6) You agree not to make any demands on the basis of the material you send or take any action against us in consequence of the material you send. Woodland does not check the contents of the material sent by the users of its Site and is not responsible for that material. Woodland can at its own discretion at any time remove material sent by its users from its Site. (7) By providing any such information or materials to Woodland, you fully assign and transfer to Woodland all intellectual property rights in and to such information and materials and Woodland is thereby free to use, reproduce, display, publicly perform, transmit, distribute, modify assign, and license such information and materials, and you further agree that Woodland is free to use any ideas, concepts or know-how that you or individuals acting on your behalf provide to Woodland. Woodland reserves the right to, in its sole discretion, removes any information provided by you from the Site.

Although care has been taken to ensure the accuracy of the information on this Site, Woodland assumes no responsibility therefore. The materials may contain inaccuracies and typographical errors. Woodland does not warrant the accuracy or completeness of the materials or the reliability of any advice, opinion, statement or other information displayed or distributed through the site. You acknowledge that any reliance on any such opinion, advice, statement, memorandum, or information shall be at your sole risk.

You may not assign any rights granted to you or delegate any of your duties hereunder and any attempt to do so is void and of no effect. Woodland may assign its rights or delegate its duties under these Terms of Use partially or in their entirety to any party without notice to you.

In the event that any provision of these Terms of Use is determined invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall remain in full force and effect. These Terms of Use contain the entire understanding and agreement between the parties with respect to the subject matter herein and supersedes any and all other agreements between the parties, whether oral or in writing.

Any failure or delay by Woodland to enforce its rights under these Terms of Use shall not constitute a waiver unless such waiver is made in writing.

The Terms of Use and the relationship between you and Woodland will be governed by the laws of the State of Wisconsin, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. You consent to personal jurisdiction and venue in and agree to service of process issued or authorized by, any court located in the United States District Court for the Western District of Wisconsin and the Wisconsin Circuit Court for Dane County.

You acknowledge that Woodland has the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder.

All content is provided “as is” and “as available”. WOODLAND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE OPERATION OF THIS SITE OR THE CONTENT. WOODLAND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF THIS SITE. You acknowledge any information sent may be intercepted. Woodland does not warrant that the Site or the servers which make this site available or electronic communication sent by Woodland are free from viruses or any other harmful elements. All such representations, warranties and conditions, are excluded except to the extent that law prohibits their exclusion.

IN NO EVENT SHALL WOODLAND BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, CONTRACT, REVENUE, DATA, INFORMATION OR BUSINESS INTERRUPTION) RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE THIS SITE OR THE CONTENT OR OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF WOODLAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN ADDITION TO THE TERMS SET FORTH HEREIN, IN NO EVENT SHALL WOODLAND BE LIABLE FOR ANY ERRORS, INACCURACIES, OMISSIONS OR OTHER DEFECTS OR UNTIMELINESS OR UNAUTHENTICITY OF ANY INFORMATION CONTAINED IN THIS SITE.

You agree to defend, indemnify, and hold Woodland harmless from and against any claims, actions, demands, or damages, including, without limitation, reasonable legal and accounting fees, arising out of or resulting from your breach of these Terms of Use, or your access to, use or misuse of Woodland’s Site or the content thereof. Woodland shall give you notice of any such claim, suit or proceeding. Woodland reserves the right to assume exclusive defense and control of any matter, which is subject to indemnification under this section. In such event, you agree to cooperate with any reasonable request assisting Woodland’s defense of such matter.

You hereby release Woodland, its owners, officers, employees, agents and successors from claims, demands, any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Site.

Online Seller Policy

Woodland Tools is committed to working with customers to facilitate the sale of Woodland Tools products through e-commerce channels. Woodland Tools maintains an eCommerce Authorized Reseller Policy to protect Woodland Tools brand and intellectual property, as well as authorized channel partners. This policy also protects end customers, ensuring they receive accurate product information, pricing, and customer service that meets Woodland Tools’ standards. Finally, the policy works to ensure fair competition among resellers as well as support those who have invested in stocking and marketing Woodland Tools products and abide by Woodland Tools policies and programs. Woodland Tools will interpret and enforce this policy at its sole discretion. To be considered an eCommerce Authorized Reseller (“Reseller”), you must meet the following requirements:

Sell on Approved Websites Only

Unless otherwise explicitly authorized in writing by the Vice President of Sales, subsequent to the effective date of this policy, Resellers may only take orders via websites owned and operated by their own company. Selling on third-party marketplaces (e.g., Amazon, eBay, Walmart, etc.), drop-ship accounts (e.g., Buy.com, Jet.com, Newegg, etc.), or classified sites (e.g., Craigslist, Facebook Marketplace, etc.) is strictly prohibited.

Maintain Accurate Brand & Product Information

Maintain proper use of all Woodland Tools trademarks.
Sell product only in original packaging.
Do not duplicate, or develop different, UPCs to differentiate a product.

Online Marketing

If a Reseller wishes to participate in the marketing of the Woodland Tools brand and product through a Google Adwords Account, the reseller must submit a request to Woodland Tools for a list of approved ad keywords to use so as to not to compete directly with Woodland Tools primary marketing efforts.

Sell Only to End Users

Only distributors purchasing products directly from Woodland Tools are authorized to resell products to Resellers in accordance with this policy.
Resellers should not sell Woodland Tools products to other eCommerce resellers. Woodland Tools recognizes that sales to eCommerce resellers may inadvertently occur from time to time. Therefore, in the event you inadvertently transact with other e-commerce resellers, you must disclose the details of those transactions (e.g., when and to whom such products were sold) so that Woodland Tools may enforce this policy.
Sellers transacting Woodland Tools products through eCommerce that did not procure products from Woodland Tools, are not authorized to sell Woodland Tools products online or use Woodland Tools trademarks, copyrights, images, or product information. Woodland Tools reserves the right to take enforcement action against the seller and supplier of the product in accordance with this policy.

Unauthorized Exports or Marketing in Other Countries

You shall cooperate with Woodland Tools in preventing unauthorized exportation of the Products. You shall not advertise for sale or ship Products outside of the U.S. or sell Products to any third party that advertises for sale or ships the Products outside of the U.S., in each case without the prior written consent of Woodland Tools.

Bulk Sales by Resellers

The Products may not be sold in bulk by Resellers. “Bulk” is defined as more than (1) case in a single transaction. Resellers shall use reasonable efforts to identify suspicious purchase patterns (e.g., frequent purchases by an individual) and promptly report the same to Woodland Tools.

Customer Confusion

You may not advertise, market, promote, display, demonstrate, bundle, or sell non-Woodland Tools products in a manner that would create the impression that the non-Woodland Tools are made by, endorsed by, work with, or are associated with Woodland Tools. You must ensure that the Products never are misbranded or represented as another brand.

Disclose All Seller Names & Properties

Maintain accurate and up-to-date company information and disclose all retail locations, web properties, temporary storefronts, and seller names across all channels directly to Woodland Tools. Any seller transacting through eCommerce must report all websites and seller names advertising or transacting Woodland Tools products to marketing@woodlandtools.com

Woodland Tools Minimum Advertised Price Policy

All Resellers acknowledge they’ve received Woodland Tools MAP policy from an authorized Woodland Tools distributor or Woodland Tools company. If MAP policy is violated, Reseller status will be revoked immediately.

Legal Compliance

Resellers acknowledge that they will comply with all applicable laws, rules, and regulations related to advertising, sale, and marketing of Woodland Tools products, including but not limited to:
Don't make false or misleading claims or engage in deceptive sales tactics.
If you email customers, comply with CAN-SPAM (and other similar laws).
If you maintain an online presence, publish a privacy policy and comply with it.
Use known and trusted checkout vendors only and ensure that credit card
transactions flow through a PCI-compliant payment stack (i.e., one in which credit card numbers are not collected by the merchant).

Enforcement

Resellers that fail to comply with any term in this policy will be subject to enforcement actions at Woodland Tools’ discretion including but not limited to:
Loss of authorization to sell Woodland Tools products online.
Reseller will be given a reasonable amount of time to sell through inventory on hand if loss of authorization occurs.
Suspension of shipments
Permanent termination of Resellers account with Woodland Tools
Resellers may not circumvent any term of this policy through any means. Woodland Tools will interpret any violations of this policy at its sole discretion. No failure or delay in enforcing this policy shall be deemed a waiver of right. Woodland Tools reserves the right to modify this policy at any time.

eCommerce Authorized Reseller Benefits

Resellers that abide by all facets of this policy will be deemed authorized to sell Woodland Tools products in e-commerce, provided they maintain constant adherence to the policy. Resellers understand they do not have any proprietary rights to Woodland Tools trademarks or other intellectual property but are authorized to use Woodland Tools trademarks, copyrights, images, and product information for the sole purpose of reselling Woodland Tools products.

Woodland Tools Inc.

709 Post Rd

Madison, WI 53713-4621