Terms of website use

About these Terms 

Sleeping Duck Inc., trading as “sleeping duck” (‘Sleeping Duck’, ‘we’, ‘us’, ‘our’) operates the website located at https://www.sleepingduck.com/ (‘Website’). 

The Website is made available to you pursuant to the following terms and conditions (‘Terms’) alongside any other policies and terms and conditions as may be posted on our Website from time to time. 

These Terms govern your use of this Website. Please carefully read the Terms before using this Website. By using this Website, even by merely browsing, visiting or viewing any part of our Website, you are agreeing to these Terms in full. If you do not agree with these Terms or any part thereof, you must not access or otherwise use this Website.

BY USING THE WEBSITE, YOU CONFIRM THAT YOU ARE ABOVE THE MINIMUM AGE AND ARE NOT BARRED FROM USING THE SERVICES UNDER APPLICABLE LAW. 

THE WEBSITE IS NOT DIRECTED TO CHILDREN UNDER 13 AND YOU MAY NOT USE THE WEBSITE IF YOU ARE UNDER 13 YEARS OLD. BY ACCESSING AND/OR USING THE WEBSITE YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE. IF YOU ARE OVER THE AGE OF 13 BUT UNDER THE AGE OF 18 OR OTHERWISE UNDER THE LEGAL AGE OF THE MAJORITY IN YOUR JURISDICTION OF RESIDENCE, YOU MAY ONLY USE THE WEBSITE WITH PERMISSION FROM AND UNDER THE SUPERVISION OF A PARENT OR LEGAL GUARDIAN.

Using our Website 

You can access, view and use our Website, including to order our products or procure our services from us. 

We reserve the right to refuse to grant access to our Website to anyone, or to withdraw our Website, for any reason at any time and without notice. You agree that it is your responsibility to monitor changes to our Website. 

Our Customer Management Platform 

You can also access and interact with us via our internal customer management platform through a webform on our Website. 

Through this webform, you can check-out our products as well as submit product or service reviews. Once you proceed to check-out a product or service, you will be directed to a webform to create an account. You are required to make an account through this webform in order to check-out a product. 

Details you Provide Us 

You warrant that the information you provide to us is both valid and correct and that you are the person referred to in the billing information provided.  You agree to promptly update your information, especially if there is a subsequent change to your information, so that we can complete your orders or other requests, and contact you as needed. 

You agree that we are not responsible for any loss or damage that you may suffer as a result of you providing incorrect information to us. 

For more information regarding how we collect, use, disclose, store and otherwise handle personal information you provide to us, please read our Privacy Policy. 

Products and Services Availability  

All descriptions of our products and services are subject to change at any time, without notice and at our sole discretion. You acknowledge that all specifications, drawings, diagrams and particulars, including in relation to weights, dimensions and performance characteristics of our products, are approximate and are for guidance only.  

We have made reasonable efforts to display our products on our Website as accurately as possible, including the colours of our products. However, colours may vary due to variations in display settings on different computers and devices, and we cannot guarantee that your monitor’s or device’s display of colour or other product features will be accurate. We always recommend visiting our showroom in-person or where available ordering samples swatches. 

Prices 

Product and service prices displayed on the Website are in U.S. dollars, excluding any sales tax and any delivery or shipping charges or any administration and processing fees imposed by your selected card issuer or payment processor. 

We reserve the right to change the prices of our products and services on the Website at any time and without notice. We reserve the right to amend any pricing errors displayed on the Website due to human error, computer malfunction or any other reason. 

Transactions

If you wish to make a Transaction for the purchase of products available through or in connection with this Website, you are required to pay the listed priced and any applicable fees. Unless otherwise indicated, all fees and other charges are in U.S. dollars, and all payments shall be in U.S. dollars. 

1. Billing Information.  We use PayPal and Braintree to host our sales, payment processing, and customer service platform. We also may partner with additional third-party payment processors (together with PayPal and Braintree each a ‘Third-Party Platform’) to facilitate credit card and other payments, in connection with your purchase of the products. By submitting your credit card or other payment information, you hereby authorize the Third-Party Platform to charge the listed amount to such credit card or other payment instrument. Payment processing time will vary depending on your location. You will receive a receipt from the applicable Third-Party Platform confirming payment. If your payment is rejected for any reason, including insufficient funds, Sleeping Duck reserves the right to contact you directly to seek payment. By using a Third-Party Platform, you may be subject to an agreement with such Third-Party Platform. If Sleeping Duck receives notice that your activity violates any agreement between you and or any Third-Party Platform, we may, in our sole discretion take action against your account to bring you into compliance with such agreements. Such actions may include cancelling a transaction, suspending your transaction privileges and/or removing certain payment methods. You agree to provide current, complete, and accurate purchase information for all transactions conducted via Third-Party Platforms.
2. Restrictions. Sleeping Duck reserves the right, including without prior notice and on a case-by-case basis, to limit the available quantity of or discontinue making available any product in general or to any per person, per household, or per order, per geographic region or jurisdiction (including orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address); to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors; to impose conditions on the honoring of any coupon, discount or similar promotion; to bar any user from making any transaction; and to refuse to provide any user with any product. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. By making a transaction, you represent that the applicable products will be used only in a lawful manner. 
3. Transaction Processing. Sleeping Duck may, in its sole discretion, choose to not process or to cancel your transaction in certain circumstances. This may occur when the product or service you wish to purchase is out of stock or has been mispriced, we suspect the request is fraudulent, or in other circumstances Sleeping Duck deems appropriate in its sole discretion. Sleeping Duck also reserves the right, in its sole discretion, to take steps to verify your identity to process your order. Sleeping Duck will either not charge you or refund the charges for orders that we do not process or cancel.
4. Shipping and Tax. Product prices are exclusive of all foreign, federal, state, municipal, and local excise, sales, use and similar taxes. Such taxes are the responsibility of you as a purchaser and may be in addition to the price stated on the Website. You are deemed to take possession of a product you purchase when the product leaves the Sleeping Duck’s facility. Unless otherwise set forth on the Website, you, as purchaser, shall pay all customs fees and duties on the products, while Sleeping Duck shall pay all shipping and handling charges. We are not responsible for delays in shipping and we make no guarantees as to shipping times. 

Reviews and Testimonials 

Any reviews or other material, whether written, photographic or video form or otherwise, that could be considered a testimonial or endorsement about our products or services does not constitute a guarantee, warranty or prediction regarding your use of our Website. You agree that any such reviews represent an anecdotal experience of an individual customer. 

You agree not to submit any reviews that are or could be deemed unlawful, defamatory, libelous, inaccurate, obscene, pornographic, or otherwise objectionable to a reasonable individual. 

Sleeping Duck has no obligation to monitor the Website. However, in accordance with the above, we reserve the right to monitor the Website in real time, to review any and all materials uploaded thereto, and to remove any materials that violate the above, in our sole discretion. 

Our Intellectual Property Rights 

Unless otherwise stated, we own all intellectual property rights in, or have the rights to use, all material including, but not limited to, all trademarks, service marks, logos, trade dress, and images displayed on our Website or products. 

In particular, unless otherwise stated, all materials, including any graphics, images, text, illustrations, designs, icons, photographs, programs, video clips and other written materials that are part of this Website, are owned, controlled or licensed by Sleeping Duck, one of our affiliates or by third parties who have licensed their materials to Sleeping Duck or our parent company.  The compilation of all content on the Website is the exclusive property of Sleeping Duck. The materials referred to in this paragraph include materials protected by U.S. and international copyright laws. 

License to use Website

When you access this Website, we will grant you a limited, personal, non-exclusive, non-transferrable, non-shareable, non-sublicensable, revocable licence to access and use our Website pursuant to these Terms and any additional policies and terms and conditions made available on our Website from time to time. 

You may view, download for caching purposes only, and print pages from our Website for your own personal use, subject to the restrictions set out below and elsewhere in these Terms. 

You agree that you will be personally responsible for your use of our Website and for all of your communication and activity on and pursuant to our Website. You must not, nor attempt to nor permit any person to: 

• use the Website for any unlawful purpose, or violate any international, federal, provincial or state regulations, rues, laws or ordinances; 
• harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin or disability; 
• submit false or misleading information; 
• derive or attempt to derive the source code or structure of all or any portion of this Website by reverse engineering, disassembly, de-compilation, or any other means; 
• sell, rent, sub-license or redistribute material from this Website;
• reproduce, republish, duplicate, copy, adapt, alter, transmit, translate, distribute, “frame”, “mirror” or otherwise exploit material on or incorporated in any part of this Website, or content on this Website, into any other website without our prior written consent; 
• remove or tamper with any of the intellectual property rights notices on this Website; 
• edit, add, remove, deface or otherwise modify or interfere with any material on this Website; 
• interfere or tamper with any security-related or other features on this Website; 
• do anything that imposes an unreasonable or disproportionately large load on this Website or any network or website connected to this Website; 
• post to this Website or transmit or distribute any code, files or programs designed to interrupt, limit or destroy the functionality of any computer software or hardware or any Trojan, worm or logic bomb; 
• send any unsolicited advertising or promotional material through this Website; 
• collect or track the personal information of others using or through the Website; 
• spam, phish, pharm, pretext, spider, crawl, or scrape the Website; or
• interfere with or circumvent the security features of this Website. 

If we determine that you are engaging in or have engaged in any of the above, or have otherwise violated the Terms, we may deny you access to this Website, including on a temporary or permanent basis.

Your Content 

You may provide us your comments, feedback, reviews and testimonials and any such similar material (‘User Content’) through our internal customer management platform. User Content that is uploaded to this platform remains your intellectual property and we do not obtain ownership in User Content.  By uploading User Content to this platform, you grant us a perpetual non-exclusive, irrevocable, transferable, sub-licensable, royalty-free licence to use, display, publish and otherwise make available your User Content on the Website and on our social media platforms for marketing or promotional purposes. 

You acknowledge and agree that you will not be paid or compensated for our use of User Content for such marketing or promotional purposes. 

To the extent that the terms and conditions regarding User Content in the Terms is inconsistent with any applicable agreement between you and Sleeping Duck regarding User Content, the terms and conditions of the agreement will prevail and strictly to the extent of that inconsistency. All other terms and conditions of the Terms not inconsistent will remain in full force and effect. 

Third Party Links

This Website may contain links to other websites or resources that are operated or controlled by parties other than us. 

We do not control, endorse, sponsor or approve any such third-party websites or resources. We have not reviewed all of the websites and resources linked on this Website and we are not responsible nor do we have any liability whatsoever (directly or indirectly) for the content or accuracy, availability, privacy practices or the content of such third party websites or resources, including any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such third party websites or resources. 

Disclaimer 

Every reasonable effort has been made to ensure the Website is available. However, temporary interruptions of our Website may occur. We will not be liable if our Website is unavailable for any reason, at any time or for any period. We may from time to time also restrict access to some parts of or the entire Website. 

All content and information provided on or through the Website is provided on an “as is” and “as available” basis, and unless otherwise expressly stated, without any warranties or conditions of any kind (both express and implied), including but not limited to implied warranties and conditions of merchantability, fitness for a particular purposes, non-infringement or that you will achieve a particular result our outcome from using the Website.   

Every reasonable effort has been made to ensure that the contents of the Website are current and accurate at the time of inclusion. However, we make no guarantees and are not responsible if content or information available on the Website is not accurate, complete or current. We reserve the right to amend any errors displayed due to human error, computer malfunction or any other reason. We reserve the right to amend any information in relation to or discontinue any products or services described on the Website. 

SLEEPING DUCK IS NOT A BROKER, FINANCIAL INSTITUTION, CREDITOR, INSURER OR CHARITABLE ORGANIZATION. The content or information on our Website is provided for general information only and should not be relied upon or used as the sole basis for making decisions regarding our products and services. We recommend consulting us directly for more accurate or complete information.  No content or information is intended to provide financial, legal, tax, or other professional advice. Before making any decisions regarding use of the Website or the purchase any other good or service, whether virtual or tangible, offered by the Website, you should consult your financial, legal, tax, or other professional advisers as appropriate. You acknowledge that you are solely responsible for making the final determination as to the value and appropriateness of using the same. Any reliance on the content or information on our Website, whether general or provided through direct consultation, is at your own risk. 

USERS ARE NOT EMPLOYEES, PARTNERS, AGENTS, JOINT VENTURES, OR FRANCHISEES OF SLEEPING DUCK. WE DO NOT PROVIDE FINANCIAL SUPPORT OR ASSISTANCE TO USERS. YOU HEREBY ACKNOWLEDGE THAT SLEEPING DUCK DOES NOT SUPERVISE, DIRECT, CONTROL OR USERS. 

Release and Indemnity

You waive, release, discharge and relinquish any and all claims that you have now or may have against us, as well as our officers, employees, agents and related bodies corporate, and which are connected with, arise out of, relate to or are incidental to your use of our Website. You further agree to release Sleeping Duck from all damages, (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third-party (including other users) in connection with the Website and any content therein. In furtherance of the foregoing, you hereby waive any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

You agree to indemnify and to keep indemnified, defend and hold harmless Sleeping Duck and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, employees and related bodies corporate, from and against any and all claims, loss, damage, taxes, liability and/or expense, including legal fees, that may arise out of, relate to or are incidental to your use of our Website. 

Limitations of liability

To the maximum extent permitted by law, we exclude all liability, including for any special, direct or indirect, consequential or punitive damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from or in connection with your use of this Website, any content or information available through the Website or these Terms, even if advised of the possibility of such damages. 

Representations and Warranties

In addition to any other representations and warranties made herein, you hereby represent and warrant that (a) you are not prohibited from receiving or using any aspect of the Website under applicable laws and (b) Sleeping Duck has not previously disabled your access to the Services for a violation of the law or these Terms or other applicable agreements.

No Waiver 

If we do not take any action against you with respect to any breach by you or others of these Terms, you acknowledge that we do not waive our right to take action with respect to subsequent or similar breaches. 

Our action in not pursuing our rights in respect of any breach will not be construed as varying the Terms in any way. 

General 

To the extent permitted by law, we are not liable for any delay in performing any of our obligations under these Terms if such delay is caused by circumstances beyond the reasonable control of us, and we shall be entitled to a reasonable extension of time for the performance of such obligations.

If any portion of these Terms is or becomes unenforceable or contrary to applicable law, that portion will be read down to the extent necessary for the portion to retain valid operation or if it cannot be read down, will be severed from the Terms and the rest of the Terms will not be affected by the severance. If any portion of these Terms is inconsistent with any other policies or terms constituting these Terms, then these Terms will prevail to the extent of the inconsistency.

Jurisdiction and Governing Law 

These Terms, together with all our policies and procedures, are governed by and construed in accordance with the law of California and any disputes relating to these Terms will be subject to the exclusive jurisdiction of courts of competent jurisdiction in the state of California, County of San Diego. 

Entire Agreement 

Except as to User Content, these Terms and any documents incorporated by reference or made available via hyperlink constitute the entire agreement and understanding between you and us and govern your access to and use of the Website, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms).

Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

Severability

In the event that any provision of these Terms are determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

Electronic Communication 

Each and every time you send an email or other electronic communication to Sleeping Duck, such communication will constitute an electronic communication. By using the Website, you consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that Sleeping Duck provides to you via electronic communication, individually and collectively, satisfy any legal requirement that such communications be in writing.

Device and Internet Connection

Use and access of the Website may require the use of your personal computer, laptop, tablet, or mobile device, as well as communication with or use of space on such device. You are solely responsible for all internet and/or mobile data connection and all associated fees that you incur when accessing the Website. 

Changes to these Terms

We reserve the right to revise these Terms at any time. Revised Terms will apply to the use of this Website from the date of the publication of the revised Terms on this Website. 

Please check this page regularly to ensure you are on notice of the current and applicable Terms. Your continued use of or access to our Website following the posting of any revised Terms constitutes acceptances of the revisions therein. 

25. Copyright Infringement Policy

Sleeping Duck is committed to protecting the rights of copyright rights holders and seeks to comply with all applicable laws and regulations regarding the protection of intellectual property.

If you are a copyright owner or an agent thereof and believe that any  reviews or other user generated content posted on the Website infringes on your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our designated agent for copyright claim notifications, identified below (“Designated Agent”), with the following information in writing (see 17 U.S.C. §512(c)(3) for further detail):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works within the Website are covered by a single notification, a representative list of such works that appear within the Website;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement under penalty of perjury that the information in the notification is accurate, and you are the owner of, or authorized to act on behalf of the owner of, an exclusive right that is allegedly infringed.

Sleeping Duck will process any notices of alleged copyright infringement and will take appropriate actions as permitted under the DMCA. Upon receipt of notices complying with the DMCA, Sleeping Duck will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing.

The designated agent can be reached at: service@sleepingduck.com

26. DMCA Counter Claims 

Sleeping Duck may notify the owner or administrator of the affected content so that he or she can make a counter-notification pursuant to his or her rights under the DMCA. If you receive such a notice, you may provide counter-notification in writing to the Designated Agent. To be effective, the counter-notification must be a written communication that includes the following:

1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Sleeping Duck may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Miscellaneous

Our performance of the obligations described herein is subject to existing laws and legal process, and nothing contained in these Terms are in derogation of our obligation to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by us with respect to such use.

If you have any questions regarding your use of the Services or compliance with these Terms, please contact us at service@sleepingduck.com.

Last Updated: 31 October 2023