IMPORTANT READ CAREFULLY: These Terms of Use are a legal agreement (“Agreement”) between You (an individual and/or a single entity) and Newfrey LLC, for itself and on behalf of its parent, subsidiaries and affiliates, including Kwikset Corporation (collectively “Black & Decker”) stating the terms that govern Your access to and use of Kwikset Corporation’s commercial website located at http://www.k2commercialhardware.com and any additional or successor URL (collectively, the “Website”) and its Content. You must accept and abide by these terms as presented to You. No change, addition or modification of any term is acceptable. If You do not agree to all the terms as presented, You may not access, view or use the Website or any of its Content. By clicking the “I agree” button at the end of this Agreement or by accessing or using the Website or any of its Content, You agree to be bound by this Agreement.

Purpose and Scope The Website contains intellectual property of Black & Decker, including text, Black & Decker trademarks (such as  Kwikset®), trade dress, and other indicia of origin, images of Black & Decker trade names, trademarks, service marks, logos, brands, taglines, slogans and colors in any media and any successor thereto (collectively, “Marks”) and photographs, drawings, designs, graphics, descriptions or other material and any depictions of Black & Decker products, advertising and promotional material and other audio and visual material in various media created by or for Black & Decker and any successor thereto (collectively, “Images”).  Marks, Images and the Website are collectively referred to as the “Content.”  The Content is protected by trademark, copyright and other intellectual property rights, laws and international conventions, and is made available to You for the limited and sole purpose of marketing, advertising, promoting and selling Black & Decker products or services, or to prepare materials for or otherwise to support the advertising, marketing, promotion and sale of Black & Decker products or services.

Limited License Black & Decker grants You a license to use and display the Content for the limited and sole purpose of marketing, advertising, promoting and selling Black & Decker products or services, or to prepare materials for or otherwise to support the advertising, marketing, promotion and sale of Black & Decker products or services, and subject to the terms of this Agreement. Black & Decker’s grant of a license to You in this Agreement is limited, nonexclusive, and nontransferable and may be revoked at any time with or without prior notice to You in Black & Decker’s sole discretion and without liability to Black & Decker. You must use the Content exactly as depicted, without alteration in any way except to resize an entire item of the Content such as a logo such that all components of an item of the Content are in the same proportion to each other. Any Images within an item of the Content (e.g., graphics, artwork, product image or text of an advertisement) cannot be used independently of the item of Content. All use of the Content must be in strict compliance with all usage rules or guidelines regulating use of the Content that appear on the Website or that Black & Decker otherwise may establish from time to time. You may download the most current rules governing Your use of Black & Decker Content by accessing the appropriate link on the Home Page of the Website located next to the Content item You wish to use. You understand that any other use of the Content may constitute unfair competition, or copyright or trademark infringement. You may not use the Content to manufacture, sell or give away merchandise items, such as T-shirts or other clothing, mugs or pens. You should use the Content only as a reference or in a referential phrase on packages or in advertisements to describe the Black Decker product You are promoting but not as a design element of illustrations, publications, materials related to publications (regardless of the media or format), seminars, conferences or presentations, printed matter, or in electronic media, videos or movies. Your use of the Content must be in compliance with all applicable laws. You may not use the Content in any obscene or pornographic context or in any manner or context that might disparage, defame, or injure the reputation of Black & Decker, its employees, officers or directors, the Marks or Images or Black & Decker’s products or business, or that could subject Black & Decker to administrative, civil or criminal liability. You may not use the Content in a comparative advertisement or include the Content with any reference to or mention of a competitor even if not comparative. You may not sublicense, assign, distribute or publish Content or authorize anyone to create and/or use the Content in any way; provided, however, that third parties providing advertising or marketing services to You may, subject to the terms of this Agreement, use the Content solely to provide services to You if such services are in furtherance of a use permitted by this Agreement. You are responsible for any actions Your personnel, suppliers, consultants or other third parties may take or fail to take with respect to the Content whether or not authorized by You and any use by any such parties shall constitute use by You.

User Account and Security The Website is not public and use of the Website is restricted to authorized users who register with Black & Decker. You agree to provide accurate, current, and complete information required to register with the Website and at other points as may be required in the course of using the Website (“Registration Data”). You further agree to maintain and update Your Registration Data as required to keep it accurate, current, and complete. Black & Decker may terminate Your access to any or all of the Website or Black & Decker’s license to use the Content, if any information You provide is false, inaccurate or incomplete. To use the Website, you will have to receive or establish an account (“Account”). You agree to maintain the confidentiality and security of Your Account. You agree not reveal Your Account name and password to any third party. You are entirely responsible for all activities that occur on or through Your Account. You agree to notify Black & Decker immediately of any actual or suspected unauthorized or improper use of Your Account, any other breach of security or if You suspect Your Account, password or the security of the Website has been comprised in any way. Registration Data may be shared among the companies comprising the Black & Decker family and their successors, with businesses that provide services to Black & Decker, as necessary for fraud detection/credit risk reduction, with law enforcement as necessary and/or to protect the rights, property or safety of Black & Decker, its customers, suppliers and website users.

No Endorsement Black & Decker’s license permitting You to use and display the Content does not constitute and should not be construed as an endorsement, sponsorship or approval by Black & Decker of You, Your business, Your products or services. You may not use the Content in any way that states or implies, directly or indirectly, Black & Decker sponsorship, endorsement or approval of You, Your business, Your products or services.

Indemnification You agree to defend Black & Decker from any and all claims made by anyone with respect to Your use of the Content and/or the Website and to indemnify and hold Black & Decker harmless from and against any and all damages, fees, losses, penalties, fines, liabilities or expenses (including fees and expenses of attorneys and other professionals reasonably incurred) arising out of or relating to this Agreement and/or Your use of the Content or Website.

Ownership. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY BLACK & DECKER. You recognize and acknowledge that (i) Black & Decker owns the Content and any suggestions, ideas or other material You provide to Black & Decker, and to that end You agree to assign and do hereby assign to Black & Decker all Your right, title and interest in and to all such suggestions, ideas or other material; (ii) all rights in and to the Website and Content are and shall remain the sole and exclusive property of Black & Decker; (iii) all goodwill in the Content shall inure solely to the benefit of Black & Decker; and (iv) this Agreement does not confer on You any ownership rights in or to the Website or Content.

Modifications You acknowledge that the Website, the Content, and the administration and their use may evolve, change or end. Black & Decker has the right not to maintain the Website, post or publish Content, and to delete, remove or edit the Website or any Content, at any time in its sole discretion without notice or liability. In the event that Black & Decker changes, suspends or discontinues the Website or any of the Content, which Black & Decker may do at its election at any time, You must destroy any materials You created containing the modified or discontinued Content and may only use the Content as modified by Black & Decker. You acknowledge that You may no longer be able to use the Content at all or in the same manner as prior to such change or suspension, and that Black & Decker shall have no liability to You for any changes it makes to or suspension or discontinuance of the Content or the Website.

DISCLAIMER OF ALL WARRANTIES/LIMITATION OF LIABILITY BLACK & DECKER PROVIDES THE CONTENT AND THE WEBSITE “AS IS” AND “AS AVAILABLE.” THE ENTIRE RISK AS TO AVAILABILITY, SECURITY, QUALITY, PERFORMANCE, ACCURACY AND SUPPORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLACK & DECKER DISCLAIMS ALL WARRANTIES, DUTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, PRESENCE OR ABSENCE OF VIRUSES AND OTHER MALICIOUS CODE, NEGLIGENCE, MISREPRESENTATION, TITLE, NON INFRINGEMENT AND NON-INTERFERENCE. IN ALL EVENTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLACK & DECKER AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF DATA OR OTHER INFORMATION) ARISING OUT OF YOUR USE OF THE CONTENT OR THE WEBSITE EVEN IF BLACK & DECKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE LIABILITY OF BLACK & DECKER AND/OR ITS LICENSORS OR SUPPLIERS IS LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU TO BLACK & DECKER FOR YOUR USE AS PERMITTED BY THIS AGREEMENT OR FIVE DOLLARS (US $5.00). YOUR LEGAL RIGHTS WITH REGARD TO THIS WARRANTY DISCLAIMER AND LIMITED LIABILITY MAY VARY FROM JURISDICTION TO JURISDICTION.

Miscellaneous This Agreement shall be governed by the laws of the State of Maryland without giving effect to principles of conflict of laws and You agree to submit to the personal and exclusive jurisdiction of the applicable federal or state court sitting in the city of Baltimore, State of Maryland. The foregoing notwithstanding, Black & Decker may seek equitable relief, including injunction and specific performance, in any court of competent jurisdiction to prevent or enjoin misappropriation, misuse, unauthorized transfer or disclosure, or infringement of the Website or Content. This Agreement contains the entire agreement between the You and Black & Decker concerning its subject matter, superseding any prior understanding or promise. The Sections of this Agreement entitled Indemnification, Ownership, Disclaimer of All Warranties/Limitations of Liability and Miscellaneous survive termination of this Agreement. Notices by Black & Decker to You may be made by any method in Black & Decker’s sole discretion, including by posting them on the Website, via e-mail, facsimile or mail. Your notices to Black & Decker should be in writing and sent via certified mail, United States postage prepaid, return receipt requested, or prepaid commercial overnight or second day courier to:

Newfrey LLC 701
East Joppa Road
Towson, Maryland 21286
Attn: Legal Department

Without intending to limit the Disclaimer and Limitation of Liability set forth above, You must bring any claim You may have against Black & Decker within six (6) months of the date the claim arose or be forever barred.  You acknowledge that this Agreement has been prepared and provided in English and the English version shall control with respect to any disputes arising out of this Agreement.

Changes to Agreement Black & Decker has the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on Your use of the Website or the Content. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement. Your continued use of the Website or the Content following the imposition of any Additional Terms will be deemed to constitute Your acceptance of any and all such Additional Terms.