Ritz Momentum Terms of Service
Effective: November 20, 2022
IMPORTANT: PLEASE REVIEW THESE TERMS AND CONDITIONS OF USE AND SERVICE AND CONTENT GUIDELINES BEFORE ACCESSING, USING, POSTING A REVIEW, OR MAKING A PURCHASE OF SERVICES ON www.ritzarm.com (THE “WEBSITE”).
The Company is willing to license or allow the use of the Website and the related Materials and to provide the Services to you only on the condition that you accept and agree to all of the terms and conditions contained in this document. By using the Website and by completing any purchase, you expressly accept and agree to be bound by and abide by all the Terms contained herein. IF YOU DO NOT AGREE WITH THE ENTIRETY OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING AND USING THE WEBSITE OR PURCHASING AND USING THE COMPANY’S SERVICES, AND YOU ARE HEREBY INSTRUCTED TO EXIT THE WEBSITE IMMEDIATELY.
THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT WAIVE YOUR RIGHT TO A COURT HEARING OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS YOU OPT-OUT. USE OF THE WEBSITES AND/OR SERVICES REQUIRES YOU TO ARBITRATE ALL DISPUTES ON AN INDIVIDUAL BASIS, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION SECTION (21) AND LIMITATION OF LIABILITY SECTION (19) BELOW.
- ELIGIBILITY; AUTHORITY; USER OBLIGATIONS.
The Website and Services are available only to individuals or entities who can form legally binding contracts under applicable law. By using this Website and/or Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, or (iii) are not a person barred from purchasing or receiving the Services under the laws of the United States.
If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “customer” shall refer to such corporate entity. If the Company finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. The Company shall not be liable for any loss or damage resulting from the Company’s reliance on any instruction, notice, document or communication reasonably believed by the Company to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, the Company reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
By accessing or using this Website you hereby represent and warrant that: (a) you agree to comply with these Terms, (b) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the State in which the business is registered; (c) you have all requisite legal capacity, right, power, and authority to enter into these Terms and perform all obligations hereunder; (d) any information provided or made available by you is at all times accurate and complete; (e) you will not access the Website through automated or non-human means, whether through a bot, script, or otherwise; (f) you will comply with all applicable local, state and federal laws and regulations in performance of your obligations and exercise of your rights under these Terms; (g) you will not use the Website for any illegal or unauthorized purpose; and (h) you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
If any of your representations in this Section are false, inaccurate, untrue, or incomplete, the Company reserves the right, in its sole discretion, to immediately and without notice terminate your access to and use of this Website and/or cancel any of your pending purchases with the Company.
The Website is controlled and operated by IBRR Company LLC from its offices and facilities within the United States. The Company makes no representation that the Website is appropriate or available for use in other locations, and access to the Website from territories or nations where any aspect of the Website is illegal is hereby expressly prohibited. You access the Website solely on your own volition and are responsible for compliance with all applicable local laws.
- MODIFICATION OF AGREEMENT, WEBSITE OR SERVICES
THE COMPANY RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS WEBSITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION PRICES AND FEES FOR THE SAME, AT ANY TIME.
- INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Website is the Company’s proprietary property, and all text, graphics, interfaces, photographs, audio, video, sounds, images, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and/or compilation and the selection, coordination, arrangement, and enhancement of the content of the Website (“Content”) are owned, controlled, and licensed exclusively by the Company and/or its suppliers and are protected by United States and foreign laws including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations.
Ritz Momentum and all other names, logos, icons, and any of the events, programs, products, and/or services are owned exclusively by the Company, and any use of such marks without the prior express written permission of the Company is hereby strictly prohibited. Other product and company names mentioned herein may be the trademarks and/or service marks of their respective owners.
Except as expressly provided in these Terms, the Company does not grant any express or implied intellectual property or proprietary right to you or any other person. Your unauthorized use of this Website may violate intellectual property or other proprietary rights laws of the United States and/or a foreign nation, as well as other laws, regulations, and statutes.
- LICENSE GRANT
Subject to your continued strict compliance with these Terms and subject to the limitations below, the Company provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, and non-transferable license to use the Website.
The Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only. Except as expressly set forth in these Terms, you may not copy, download, display, distribute, publish, enter into a database, perform, alter, modify, create derivative works, transmit, post, decompile, reverse engineer, disassemble or in any way exploit any of our intellectual property or the Website itself without the Company’s express prior written authorization.
Except as herein provided, no right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. The Company reserves all rights not expressly granted in and to the Website, the Content, and the Services, and this Agreement does not transfer ownership of any of these rights.
- PROHIBITED ACTIVITIES
You may not access or use the Website for any purpose other than that for which the Company makes the Website available. The Website may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Website and recipient of our Services, you agree not to:
- Use the Website or Services in a manner inconsistent with any applicable laws or regulations.
- Use any information obtained from the Website in order to harass, abuse, or harm another person.
- Make improper use of our support service or submit false reports of abuse or misconduct.
- Delete the copyright or other proprietary rights notice from any Content.
- Trick, defraud, or mislead us and other users.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Website.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in producing any portion of the Website or rendering any of the Services to you.
- Use the Website or the Services as part of any effort to compete with us.
- Use the Website to advertise or offer to sell goods and services.
- Interfere with, disrupt, or create an undue burden on the Website or the networks or services connected to the Website.
- Circumvent, disable, or otherwise interfere with security-related features of the Website, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Website and/or the Content contained therein.
- Attempt to bypass any measures of the Website designed to prevent or restrict access to the Website or any portion of the Website.
- Systematically retrieve data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database, or directory.
- Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website or the Services.
- Upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphic interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
- Engage in unauthorize framing of or linking to the Website.
- Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Website remodifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Website.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Website, or using or launching any unauthorized script or other software.
Any use of the Website or the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Website.
- USER GENERATED CONTRIBUTIONS
The Website and/or any social media page controlled by the Company that is accessible directly through the Website, may contain blogs, message boards, comment areas and other interactive features and functionality where users may post certain information and content (collectively, “Contributions”).
A. CONTRIBUTION RULES. You hereby represent and warrant that:
- You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Website and these Terms.
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, privacy, publicity or moral rights of any third party.
- Your Contributions are not false, inaccurate, or misleading.
- Your Contributions do not misrepresent your affiliation with any entity and/or the Company.
- Your Contributions do not impersonate any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of the Company.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not contain references to illegal activities.
- Your Contributions do not make any conclusions as to the legality of conduct
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap
- Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.
Any use of the Website in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Website.
B. CONTRIBUTION LICENSE AND LIMITATIONS
By posting your Contributions to any part of the Website or social media page accessible from the Website, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We have the right, in our sole and absolute discretion, (a) to edit, redact, or otherwise change any Contributions; (b) to re-categorize any Contributions to place them in more appropriate locations on the Website; and (c) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions. No compensation is due to you or to anyone else for any intentional or unintentional use of your Contributions.
You further acknowledge and agree that your Contributions are entirely voluntary, do not establish a confidential relationship or obligate the Company to treat your Contributions as confidential or secret and that the Company has no control over the extent to which any idea or information within any Contribution may be used by any party or person once such content is posted or displayed on the Website. Accordingly, notwithstanding this right and license, you hereby acknowledge and agree that by merely permitting your information, content, and materials to appear on the Website, the Company has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display your Contribution. Moreover, the Company assumes no responsibility for the deletion of or failure to store any Contributions and recommends that you do not post, display, or transmit any confidential or sensitive information. All users shall remain solely and exclusively responsible for any liability arising from their own Contributions.
We have absolutely no obligation to screen or to delete Contributions, even if anyone considers the Contributions objectionable or inaccurate. Contributions are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any Contribution or for any claims, liabilities, or losses resulting from any Contribution.
- THIRD-PARTY WEBSITES AND CONTENT
The Company allows advertisers to display their advertisements and other information in certain areas of the Website, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Website and any services provided on the Website or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Website, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. The Company simply provides the space to place such advertisements and has no other relationship with advertisers.
- USER DATA
The Company will maintain certain data that you transmit to the Website for the purpose of managing the performance of the Website, as well as data relating to your use of the Website. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Website. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
- WEBSITE SECURITY AND MANAGEMENT
Actual or attempted unauthorized use of the Website may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986. The Company reserves the unqualified right to view, monitor, and record activity on the Website without any notice to or permission from you. Any information obtained by monitoring, reviewing, or recording your use of the Website is subject to review by law enforcement organizations in the sole and absolute discretion of the Company.
We reserve the right, but not the obligation, in our sole discretion and without limitation, notice, or liability, to: (a) monitor the Website for violations of these Terms; (b) access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Company, its users and the public; (c) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (d) refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (e) remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (f) otherwise manage the Website in a manner designed to protect our rights and property and to facilitate the proper functioning of the Website.
- MODIFICATIONS, CORRECTIONS AND INTERRUPTIONS
The Company reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Website at any time or for any reason without notice to you. You agree that the Company has no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Website during any downtime or discontinuance of the Website. Nothing in these Terms will be construed to obligate the Company to maintain and support the Website or to supply any corrections, updates, or releases in connection therewith.
There may be information on the Website that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Website at any time, without prior notice.
We cannot guarantee the Website or the Services will be available at all times. You acknowledge and agree that from time to time the Website may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Website or the Services on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
- TERMS OF SERVICE
The following terms and conditions shall apply to all Services that the Company may provide. For purposes of these Terms, “Services” may include Amazon product research, Amazon listing copyright and design, Amazon Pay-Per-Click and Account Management, Amazon listing optimization, Enhanced Brand Content, and any reports, plans, designs, software solutions, programming or other work product (collectively, “Work Product”) specified in your Purchase Order (“PO”), as defined below. Unless explicitly provided otherwise in the PO, these Terms form an integral part of Company’s agreement to provide any Services and shall prevail in the event of any conflict or inconsistency between these terms and the PO. Your rights and obligations concerning your purchase and/or use of Services offered by the Company are governed by the terms of your Purchase Order and Product License Agreement, as may be applicable, and the following:
A. QUESTIONNAIRE. You agree to complete and submit a Services Questionnaire on a form provided by the Company. You are solely responsible for providing truthful and accurate information to the Company regarding all facts relating to your business, your Amazon seller account, as well as any other potentially relevant information that could reasonably affect the Company’s delivery of Services in whole or in part. You acknowledge that the Company will rely on such information (without any duty to confirm or verify the accuracy thereof) in order to provide the Services and the Company shall not be liable for the consequences of any information provided not being true, accurate, complete or being misleading. Any changes to the Services stemming from your failure to disclose information, either through negligence or willful omission by you, shall constitute Services beyond the scope of the PO and require an additional fee as determined in the sole discretion of the Company. You shall be responsible for and shall pay any extra costs incurred by the Company as a result of any discrepancies, errors or omissions in documentation or information supplied by you.
B. PURCHASE AGREEMENT & SCOPE OF WORK. All agreed-upon Services and fees for these Services shall be set out in the proforma Purchase Order (“PO”). The fees for Services shall be based on the Provider’s assessment of the work required to fulfill your Service needs. Subject to Section 14(C), the Company shall perform the Services as specified in the PO, provided that the Company’s obligations to perform the Services shall not commence until receipt by the Company of (a) a duly executed PO, (b) payment in accordance with the terms of the PO, and (c) any relevant data and information in your possession, as may be reasonably required for the performance of the Services. During the term of Services, the Company may identify and propose additional Services to increase your sales opportunities. Your refusal or acceptance of any additional Services will not affect any agreed-upon Services under the PO. Any requested additional Service will incur additional charges.
C. ORDERS SUBJECT TO APPROVAL. The Company may refuse to accept or may cancel any PO, whether or not the PO has been confirmed, for any or no reason, and without liability to you or anyone else. If your payment card or payment method has been charged for an order that is later cancelled by the Company, we will issue you a refund.
D. SCHEDULE AND AVAILABILITY OF SERVICES. The Company shall use reasonable efforts to perform the Services in a timely manner in accordance with such milestones and dates as set forth in the PO; however, these milestones and dates shall not be deemed to be fixed deadlines unless otherwise explicitly stated in the PO. The Company will work on your requested Services and be available to you only via email at firstname.lastname@example.org during the hours of 9:00am EST to 9:00pm EST during the days of Monday through Friday (collectively, “Business Hours”). Should you request additional work availability outside of Business Hours, the costs for such Services shall be determined at the sole discretion of the Company.
E. MANAGEMENT DECISIONS. The Company has the right to determine the means, manner and methods by which the Services will be performed. The Company will render all Services on the basis of the information provided by you, the Company’s product research and the Company’s expertise and judgement. You agree to abide by the Company’s editing and management decisions with respect to the Services. Any changes requested by you outside the limits sets out in the PO will incur additional charges.
F. ACCOUNT MANAGEMENT. Some Services may require you to assign us account management privileges to your Amazon’s Seller Account. If you make any changes to the Account that may affect the proper execution of the Services, additional charges may apply.
G. SUBCONTRACTS. The Company may subcontract, either wholly or partially, the provision of any services to its Affiliates or any other third-party. The Company is authorized to provide your seller account managing privileges to anyone the Company may retain for the execution of the Services and any supporting operational actions, provided that these parties are bound by confidentiality terms.
H. COMPLIANCE WITH AMAZON RULES. The Company will only provide Services that comply with Amazon’s Terms of Service, Conditions of Use, Business Solutions Agreement, Code of Business Conduct and Ethics, and all other Amazon documents pertaining to selling and operating an Amazon seller account (collectively, “Amazon Rules”), unless otherwise specified in writing by you. The Company shall not be responsible for any changes to Amazon Rules and/or your use of the Company’s Services in violation of Amazon Rules.
I. INTELLECTUAL PROPERTY RIGHTS. The Company shall own any intellectual property rights to all Work Product, except product designs, arising in the course of the Services and shall license such rights to you as is reasonably necessary for you to make use of the Work Product for the purposes of promoting your product, whether on Amazon or any other form of sales or media platform used by your business. You may not sell any Work Product for any promotional purposes to any third party. In addition, the Company shall assign to you intellectual property rights to product designs created in the course of the Services. If you initiate a chargeback, as defined in Section 15, you shall forfeit all licenses and assignment rights and will not be allowed to use any Work Product for the promotion of your product on Amazon or any other Website or platform.
J. DEFAULT. The occurrence of any of the following shall constitute a material default under these Terms:
- The breach of any covenants, provisions or obligations under these Terms.
- The failure to make a required payment when due.
- The failure to make available or deliver the Services in the time and manner provided for in these Terms.
- The insolvency or bankruptcy of either party.
- The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
K. REMEDIES. In addition to any and all other rights a party may have available under the law, if a party defaults by failing to substantially perform any provision, term or condition of these Terms (including without limitation the failure to make a monetary payment when due), the other party may terminate the Terms by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. Subject to Section 14(M), the party receiving such notice shall have 7 business days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of these Terms.
L. FORCE MAJEURE. If performance of these Terms or any obligation under these Terms is prevented, restricted, or interfered with by causes beyond any party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended for a reasonable time. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. The provisions of this Section shall in no event, however, operate to delay the prompt payment of any fees due under these Terms.
M. TERM OF SERVICES. Subject to Section 15(D) and 15(E), the term length of your Services shall be specified in your PO. The Company may suspend or terminate your receipt of any Services immediately if the Provider determines that (a) you have materially breached these Terms and failed to cure within 7 business days of notice, unless your breach exposes the Company to liability to a third party, in which case the Company is entitled to reduce, or waive, the aforementioned cure period at the Company’s sole discretion; or (b) the Company has reasonable cause to suspect that you are engaged in deceptive, fraudulent, or illegal activity. The Company will promptly notify you of any such termination or suspension in via email, indicating the reason and any required actions for cure, except where the Company has reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent the Company’s safeguards. Upon termination of Service, all related rights and obligations under these Terms immediately terminate, except that you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.
- PAYMENT AND FEES.
A. AGREEMENT TO PAY. You agree to pay all amounts due for Services at the time you order them. All payments are final and non-refundable. All payment due dates shall be agreed to in writing between you and the Company.
B. MISSED PAYMENTS. Any missed payment in excess of 15 days shall constitute a material breach of these Terms of Service, and the Provider may levy Liquidated Damages and terminate rendering the Services at its sole discretion.
C. PRICE CHANGES.The Company reserves the right to change its prices, fees and billing practices at any time, and such changes shall be posted online at this Website and effective immediately without need for further notice to you. If you have purchased or obtained Services for a period of months or years, changes in prices and fees shall be effective when the Services in question come up for renewal as further described below.
D. RECURRING SERVICES. In order to ensure that you do not experience an interruption or loss of some Services, such Services are billed on a recurring subscription basis (“Subscription”), as indicated in the PO. By executing the PO, you authorize the Company and/or its Affiliates to charge your debit or credit card or your back account via an ACH transfer any and all fees associated with such recurring Services, and you acknowledge and agree that the Company will not obtain additional authorization from you for each recurring fee charged to your debit or credit card. In addition, you agree that the Company shall not be responsible or liable for any overdraft charges or fees which you might incur as a result of your Subscription. Subscriptions shall automatically renew the applicable service upon expiration of the then current term for a renewal period equal in time to the most recent Service period. Renewals will be charged at the Company’s then current rates, which you acknowledge and agree may be higher or lower than the rates for the original Service period.
E. SUBSCRIPTION TERMINATION. You may cancel any Subscription based Service by providing written notice of your cancellation. Any cancellation request will result in the cancellation of any upcoming charges associated with your Subscription. However, upon cancellation of your Subscription, you will still be responsible for paying the costs associated with any invoices or bills already issued to you and/or received by you.
F. For the purpose of these Terms, Liquidated Damages shall mean the total sum of any remaining payments for Services in your PO, for which you have not yet paid.
G. CHARGEBACKS. If for any reason the Company is unable to charge your Payment Method for the full amount owed, or if the Company receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that Company may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation, without notice to you, of any Services. Further, we consider chargebacks and reversals as potential cases of fraudulent use of our services and/or theft of services and will be treated as such. We reserve the right of filing a complaint with the appropriate local and federal authorities to investigate. Be advised that all activity and IP address information is being monitored and that this information may be used in a civil and/or criminal case(s) against a customer if there is fraudulent use and or theft of services.
H. ADMINISTRATIVE FEES. The Company also reserves the right to charge you reasonable administrative fees” for (i) tasks the Company may perform outside the normal scope of its Services, (ii) additional time and/or costs the Company may incur in providing its Services, and/or (iii) your noncompliance with these Terms (as determined by the Company in its sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to (i) customer service issues that require additional personal time or attention; (ii) recouping any and all costs and fees, including the cost of Services, incurred by the Company as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor. These administrative fees or processing fees will be billed to the Payment Method you have on file with the Company.
- MUTUAL NON-DISCLOSURE AGREEMENT.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information including, without limitation, computer programs, code, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), and other technical, business, financial and product development plans, forecasts, strategies and information, which to the extent previously, presently, or subsequently disclosed to the Receiving Party, is hereinafter referred to as “Proprietary Information” of the Disclosing party. All Proprietary Information shall be protected and safeguarded if it is (a) marked as the Disclosing Party’s confidential or proprietary information (or with an equivalent legend) at the time of disclosure, if disclosed in tangible form; or (b) under the particular circumstances of disclosure, should reasonably be understood to be confidential or proprietary, shall be deemed to be Proprietary Information.
In consideration of the parties’ discussions and access the Receiving Party may have to Proprietary Information of the Disclosing Party, the Parties hereby agree as follows:
A. The Receiving Party agrees (a) to hold the Disclosing Party’s Proprietary Information in confidence and to take all necessary precautions to protect such Proprietary Information including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials, (b) not to divulge any such Proprietary Information or any information derived therefrom to any third person, (c) not to make any use of such Proprietary Information, except for the below stated purpose, and (d) not to copy or reverse engineer, or attempt to derive the composition or underlying information of any such Proprietary Information.
B. The Receiving Party agrees that the Proprietary Information shall not be used except for the following purpose: launching, operating, and selling an Amazon seller account owned by you and operated by direction of the Provider.
C. The Receiving Party further agrees to limit the use of and access to the Disclosing Party’s Proprietary Information to the Receiving Party’s employees and Affiliates who need to know such Proprietary Information for said purposes and shall cause such employees to comply with the obligations set forth herein.
D. The Disclosing Party agrees that the foregoing obligations shall not apply with respect to information that (a) was in the possession of the Receiving Party or known by it prior to receipt from the Disclosing Party, or (b) was rightfully disclosed to the Receiving Party by another person without restriction, or (c) was independently developed by the Receiving Party without access to such Proprietary Information, or (d) is required to be disclosed pursuant to any statutory or regulatory authority or court order, provided the Receiving Party has given the Disclosing Party prompt notice of such requirement and the opportunity to contest it.
E. During the term of this Agreement and for 5 years thereafter, neither party shall attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Disclosing Party to Receiving Party for the purpose of circumventing, the result of which shall be to prevent the Disclosing Party from realizing or recognizing a profit, fees or otherwise, without the specific written approval of the Disclosing Party. If such circumvention shall occur the Disclosing Party shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.
F. Immediately upon a request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and all copies or extracts thereof and will promptly and permanently delete any Proprietary Information which is electronically or optically recorded or stored.
G. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Proprietary Information, there can be no adequate remedy at law for any breach of its obligation hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect.
H. Neither party acquires any intellectual property rights under this Agreement or any disclosure hereunder, except the limited right to use such Proprietary Information in accordance with this Agreement.
I. NO WARRANTIES OF ANY KIND (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE GIVEN WITH RESPECT TO THE PROPRIETARY INFORMATION DISCLOSED OR USED UNDER THIS AGREEMENT, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR DAMAGES ARISING OUT OF OR CAUSED BY DEFECTS OR DEFICIENCIES IN THE PROPRIETARY INFORMATION OF EITHER PARTY, WHETHER DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE.
- DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE SHALL BE AT YOUR OWN RISK AND THAT THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. THE COMPANY, ITS PARENT ENTITY, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (A) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS WEBSITE, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY WEBSITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND/OR (C) THE SERVICES FOUND AT THIS WEBSITE OR ANY WEBSITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CUSTOMER SERVICE REPRESENTATIVES), AND THIRD PARTY SERVICE PROVIDERS WILL (A) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (B) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
- LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY, ITS PARENT ENTITY, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING , BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THAT MAY RESULT FROM (A) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS WEBSITE, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY WEBSITE LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, (C) THE SERVICES FOUND AT THIS WEBSITE OR ANY WEBSITE LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, (D) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (E) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (F) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (G) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS WEBSITE OR ANY WEBSITE LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, (H) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS WEBSITE OR ANY WEBSITE LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, (I) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (J) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF APPLICABLE LAW DOES NOT PERMIT ANY SUCH LIMITATION OF LIABILITY AS SET FORTH ABOVE, THE MAXIMUM LIABILITY OF THE RELEASED PARTIES TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE ONE-HUNDRED DOLLARS ($100.00).
NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE THIS WEBSITE OR THE SERVICES OFFERED ON THE WEBSITE, MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION.
THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. ACCESS TO THE WEBSITE AND THE PRODUCT OFFERED ON THE WEBSITE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS THE COMPANY’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
THE FOREGOING LIMITATION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
You agree to protect, defend, indemnify and hold harmless the Company and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by the Company directly or indirectly arising from (a) your use of and access to this Website or the Services found at this Website; (b) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (c) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Website or the Services found at this Website.
- ARBITRATION & CLASS ACTION WAIVER
A. BINDING ARBITRATION
EXCEPT WHERE PROHIBITED BY LAW, YOU AND THE COMPANY AGREE THAT ALL CLAIMS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND THE COMPANY, ITS PARENTS, AFFILIATES, SUBSIDIARIES OR RELATED COMPANIES, relating to the Website, the Materials published by the Company on or through the Website, any transaction or relationship between us resulting from your use of the Website, communications between us, or the purchase, order, or use of the Services, the information provided in connection with your access of use of the Website or your purchase and use of the Services, INCLUDING, WITHOUT LIMITATION, TORT AND CONTRACT CLAIMS, CLAIMS BASED UPON ANY FEDERAL, STATE OR LOCAL STATUTE, LAW, ORDER, ORDINANCE OR REGULATION, AND THE ISSUE OF ARBITRABILITY, SHALL BE RESOLVED BY THE FINAL AND BINDING ARBITRATION PROCEDURES SET BELOW.
THIS ARBITRATION CONTRACT IS MADE PURSUANT TO A TRANSACTION IN INTERSTATE COMMERCE AND ITS INTERPRETATION, APPLICATION, ENFORCEMENT AND PROCEEDINGS HEREUNDER SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (“FAA”).
B. WAIVER OF JURY TRIAL
ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. YOU VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT TO HAVE TO A JURY TRIAL.
C. WAIVER OF CLASS ARBITRATION
YOU ACKNOWLEDGE AND AGREE THAT ANY ARBITRATION CLAIMS SHALL BE BROUGHT SOLELY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR PRIVATE ATTORNEY GENERAL CAPACITY. THE PARTIES FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. NO ARBITRATION OR OTHER PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.
D. RULES AND PROCEDURES
In the event of any dispute, the claimant must first provide a written notice thereof to the other party by registered or certified mail, describing, with reasonable particularity, the nature and basis of their claim and the relief requested. Within thirty (30) days of receipt of such notice, the party receiving the notice of a claim shall provide a written response which, with reasonable particularity, sets forth its position concerning the claim. Following submission and receipt of the notice, the parties agree to act in good faith to seek to resolve the Dispute before commencing arbitration. If the parties are unable to resolve the dispute arising from the claim by good faith negotiations to be conducted within a thirty (30)-day period following the written response, either of them may initiate binding arbitration pursuant to the terms and conditions set forth herein.
The arbitration will be governed by the Commercial Dispute Resolution Procedures (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”) and will be administered by the AAA. If the AAA is unavailable or refuses to arbitrate the parties’ dispute for any reason, the arbitration shall be administered and conducted by a widely-recognized arbitration organization that is mutually agreeable to the parties, but neither party shall unreasonably withhold their consent. The AAA Rules are available online at www.adr.org.
All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by these Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall also have exclusive authority to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim.
The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone or any available electronic communication means. Arbitration hearings not conducted by telephone shall take place in a location reasonably accessible from your primary residence (or principal place of business if you are a small business).
E. 30-DAY OPT-OUT PERIOD. Agreeing to this Arbitration Provision is not a mandatory condition of your contractual relationship with the Company.
F. AMENDMENTS TO THIS SECTION
Notwithstanding any provision in these Terms to the contrary, you and the Company agree that if the Company makes any future amendments to the dispute resolution procedure and class action waiver provisions (other than a change to Company’s address) in these Terms, the Company will notify you and you will have thirty (30) days from the date of notice to affirmatively opt-out of any such amendments. If you affirmatively opt-out of any future amendments, you are agreeing that you will arbitrate any dispute in accordance with the language of this Section as stated in these current Terms, without any of the proposed amendments governing. If you do not affirmatively opt-out of any future amendments, you will be deemed to have consented to any such future amendments.
If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of these Terms remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section shall otherwise survive any termination of these Terms.
- GOVERNING LAW; JURISDICTION; VENUE
These Terms have been made in and will be construed and enforced in accordance with the laws of the State of Florida without regard to its principles of conflicts of laws.
The Company and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in Section 4 shall be filed only in the Circuit Court in Orange County, Florida, or the United States District Court for the Middle District of Florida, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.
Regardless of any applicable law to the contrary, any claim or cause of action arising out of or related to the Website, or your purchase and use of the Services, must be brought within ONE YEAR after such claim or cause of action arose.
THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OF WHICH THESE TERMS ARE A PART. EACH PARTY HERETO ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION AND DISCUSSIONS OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.
- ATTORNEY FEES
In any dispute arising hereunder or any separate action pertaining to the validity of these Terms, the prevailing party shall be awarded reasonable attorney’s fees and costs, regardless of whether the dispute is brought in arbitration, trial court and/or appeal.
- TERM & TERMINATION
These Terms will take effect (or shall re-take effect) at the time you submit information through this Website, begin installing, accessing, or using the Website, and/or complete a purchase, whichever is earliest. The Company reserves the right at any time and without notice to deny you access to the Website or to any portion thereof and to terminate your rights under these Terms, in its sole and absolute discretion. Your rights under these Terms will terminate automatically if you fail to comply with these Terms, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Upon termination, you must promptly destroy all copies of any aspect of the Website in your possession. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
The provisions concerning permission to use postings, proprietary and intellectual property rights, submissions, indemnity, disclaimers of warranty and liability, admissibility of these Terms, and governing law will survive the termination of these Terms for any reason.
- CONSENT TO CONTACT
By accepting these Terms, you expressly authorize the Company to contact you in any lawful manner, including where legally permitted through the use of automatic and/or computerized dialing systems and pre-recorded message and call technologies, and for any lawful purpose, including, but not limited to, account support or to inform you of or promote or market Company products and third party services which the Company believes may be of interest to you, and you hereby unambiguously agree and expressly consent to receive such mailers, emails, text and telephone calls.
You expressly consent to be contacted at the addresses, telephone numbers (including mobile or wireless numbers), and email addresses you provide to the Company (either verbally or written) as contained in your services, information and/or software. You represent and warrant that any mobile or wireless telephone number you provide belongs to you and is associated with a mobile device in your possession. You hereby agree to notify the Company at your earliest convenience if your mobile or wireless telephone number changes.
Your consent to the terms of this Section is not required, directly or indirectly, as a condition of purchasing any Services from the Company. Should you not wish to consent to being contacted for either or both account support or promotional purposes, or to revoke a consent previously given, you agree to contact us using one of the following methods, or another method that the Company has specified to clearly inform the Company of your desire to revoke consent.
- ELECTRONIC SIGNATURE
Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICES OFFERED BY THE OPERATOR OF THE WEBSITE.
Any notice or communication required or permitted under these Terms shall be sufficiently given if delivered by email from the address provided herein, or by certified mail, return receipt requested, to the address set forth below or to such other address as one party may have furnished to the other in writing.
- SUCCESSORS AND ASSIGNS
These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. Neither party may assign or transfer this Terms of Service without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
- ENTIRE AGREEMENT
Be advised that the Company reserves the sole and absolute right to change the terms and conditions of these Terms and the terms and conditions under which this Website and its many offerings are extended to you by posting and providing notice of revised Terms or mailing and/or e-mailing notice thereof to you. In addition, the Company may add, modify, or delete any aspect, program, or feature of this Website.
The Company may, at any time, impose restrictions and/or prohibitions on your use of the Services. You understand that such restrictions or changes in access may be the result of a modification in the Company’s policy, a modification of third-party agreements, a modification in industry standards, a security event or a change in law or regulation, or the interpretation thereof. Upon written notification by the Company of such restrictions, you agree to comply with such restrictions. Your continued use of this Website and Services following any addition, modification, or deletion will be conclusively deemed acceptance of any change to the terms and conditions of these Terms. Accordingly, please review the Terms found at this location on a periodic basis.
- TITLES AND HEADINGS
The titles and headings of these Terms are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein.
- INDEPENDENT COVENANTS; SEVERABILITY
Each covenant and agreement in these Terms shall be construed for all purposes to be a separate and independent covenant or agreement.
If a court of competent jurisdiction holds any provision (or portion of a provision) of these Terms to be illegal, invalid, or otherwise unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. The remaining provisions (or portions of provisions) of these Terms shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
- NO WAIVER
Failure to insist on strict performance of any of the terms and conditions of these Terms will not operate as a waiver of any subsequent default or failure of performance. No waiver by the Company of any right under these Terms will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time or a limitation of the Company’s right to subsequently enforce and compel strict compliance with every provision of these Terms.
- CONTACT US
In order to receive further information regarding the use of the Website or any of our Services, please contact us at:
IBRR Company LLC
20 N Orange Ave
Orlando, FL 32801
Phone: +1 (202) 977-7996