OVERVIEW

Welcome to gatewaygardens.com, a Delaware company that offers the following website and Services. These Services are operated by Gateway Garden Center (“Gateway”, “we,” “us,” or “our”). These Terms and Conditions, together with our Privacy Policy govern your use of our website (our “Services”).

Please read these Terms and Conditions carefully before using our Services as they set forth legal rights and obligations. If you cannot agree to these Terms and Conditions, you must discontinue use of this Website and our Services.

ACCEPTANCE OF TERMS AND CONDITIONS

By using our Services, accessing the website, downloading an asset and/or making (or attempting to make) a purchase from us, you agree to be bound by these Terms and Conditions.

GENERAL CONDITIONS

You warrant and represent that you have all necessary rights, power, and authority to agree to these Terms and Conditions and to perform your obligations hereunder, and nothing contained in these Terms and Conditions or in the performance of such obligations will place you in breach of any other contract or obligation.

MODIFICATIONS TO THE SERVICES AND PRICES

We reserve the right at any time to modify or discontinue the Services (or any part or content thereof) or change the prices of our products without notice at any time. We shall not be liable for any modification, price change, suspension, or discontinuance of the Services.

INTELLECTUAL PROPERTY RIGHTS

All content on the Services (including, but not limited, photographs, text, designs, graphics, logos, icons, images, downloads, interfaces, information, code and software) may be protected by copyright, trademark, and other applicable laws.

Your access to, and use of, the Services does NOT grant you any license or right to use any photographs, trademark, logo, or service mark displayed on the Services except as expressly authorized herein. Gateway Garden Center retains full and complete title to, and reserves all rights to, the material on the Services, including all associated intellectual property rights.

All Website Data used on the Services is the property of Gateway Garden Center and protected by United States and international copyright laws. Subject to these Terms and Conditions, Gateway hereby grants you a limited, revocable, non-exclusive, non-sublicensable, non-assignable license to use the Services and/or Approved Content as set forth herein and for your informational purposes.  This license does not include any collection (download, screen-shot, or otherwise) and use of any product listings, descriptions, or prices;

All rights not expressly granted herein are reserved. You agree to abide by all additional restrictions displayed on the Services, as they may be updated from time to time.

COPYRIGHT AND TAKE-DOWN PROCEDURE
If you believe that your work is posted on the Site in a way that constitutes copyright infringement, please provide us with the following information:

(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(ii) a description of the copyrighted work that you claim has been infringed;
(iii) a description of where the material that you claim is infringing is located on the Site;
(iv) your address, telephone number, and e-mail address;
(v) a written 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, including the law of fair use;
(vi) 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.

For any notice of claims of copyright infringement please contact:
info@gatewaygardens.com
or by telephone at (302) 239-2727
or by mail at 7277 Lancaster Pike, Hockessin DE 19707

ERRORS, INACCURACIES AND OMISSIONS

On occasion there may be information on the Services that contain typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Services or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Services or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Services or on any related website, should be taken to indicate that all information in the Services or on any related website has been modified or updated.

DISCLAIMER OF WARRANTIES

THIS DISCLAIMER SECTION IS AN ESSENTIAL PART OF THESE TERMS AND CONDITIONS.

WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.

WE DO NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, APPROVED CONTENT, OR OTHER MATERIAL DOWNLOADED, PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICES (INCLUDING APPROVED CONTENT), AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY US) ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.

IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO CASE SHALL GATEWAY GARDEN CENTER, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICES PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES, APPROVED CONTENT, OR ANY PRODUCTS PROCURED USING THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, APPROVED CONTENT, OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES, APPROVED CONTENT, OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY.

THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR PERSONAL INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF, ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

INDEMNIFICATION

To the fullest extent allowed by applicable law, you agree to indemnify, defend and hold harmless Gateway, its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by you and/or any third-party due to or arising out of your breach of these Terms and Conditions or the documents they incorporate by reference or your violation of any law or the rights of a third-party. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide reasonable notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). You and your company (if applicable) shall have the option to undertake and conduct the defense of any such Claim.  You and your company (if applicable) shall keep Gateway fully apprised of all developments in such action and shall not enter into any settlement or admit liability or fault without Our full prior written approval; and at the request and sole expense of you and your company (if applicable), We agree to reasonably assist and cooperate with you and your company in any such action.

This provision does not require you to indemnify Gateway for any unconscionable commercial practice by Gateway or for negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact by Gateway. You agree that the provisions in this section will survive any termination of your account, these Terms and Conditions or your access to the Services, including the purchase of any items on the Services.

TERMINATION

These Terms and Conditions are effective unless and until terminated by either you or us. You may terminate by deactivating your account or ceasing to use our Services. We are also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms and Conditions. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms and Conditions.

Even after your right to use the Services is terminated, these Terms and Conditions will remain enforceable.

Provisions that, by their nature, should survive termination of these Terms and Conditions shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, and any terms regarding ownership or intellectual property rights.

GENERAL

Electronic Communications. You agree to receive communications from Gateway Garden Center or our subsidiaries, affiliates, partners, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees. You agree to retain copies of these communications (such as emails, texts, or other messages on the Services) for your records. You agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that We provide to you electronically will have the same legal effect that such communications or documents would have if they were set forth in written form.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim (except for enforcing the Indemnification provision above) arising out of or related to the Terms and Conditions and/or Services must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Notice. Where Gateway Garden Center requires that you provide an email address, you are responsible for providing us with your most current email address. In the event that the last email address you provided to Gateway is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms and Conditions, Our dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Gateway at the following address: Gateway Garden Center, 7277 Lancaster Pike, Hockessin, DE 19707. The notice must also be sent via email to: info@gatewaygardens.com. Such notice shall be deemed given when received by us by letter delivered at the above address postal address and email address.

Entire Agreement. These Terms and Conditions and any policies or operating rules posted by us through the Services (including but not limited updates posted via pop-up on the Services) constitute the entire agreement and understanding between you and us and govern your use of the Services, 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 and Conditions). These Terms and Conditions shall not be modified by any of: (i) course of performance between the parties; (ii) course of conduct or dealing between the parties; or (iii) applicable trade practice.

Waiver. The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

Severability. In the event that any provision of these Terms and Conditions is 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 and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.

CHANGES TO TERMS AND CONDITIONS

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions. The most current version of the Terms and Conditions will be posted on the Services and it is your responsibility to check our website periodically for changes. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means such as email. Your continued use of the Services following the effective date of any changes to these Terms and Conditions constitutes acceptance of those changes. If you do not agree to the new Terms and Conditions, you may not use the Services.

CONTACT INFORMATION

If you have any questions or concerns with respect to these Terms and Conditions or the Services, or to report any violations of these Terms, please contact us at info@gatewaygardens.com.