Ritz Momentum Terms of Service

Last Updated: March 7, 2022

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and Ritz Momentum, a subsidiary of IBRR Company, LLC of 20 N Orange Ave, Suite 1100, Orlando, Florida 32801, United States (the “Provider”, “Ritz Momentum”, “we”, “us”, “our”).

  1. AGREEMENT TO TERMS. This Terms of Service Agreement (the “Terms of Service”) contains the terms and conditions that govern your access to and use of the https://www.ritzarm.com/ (the “Site”), and Services to be rendered between you and the Provider. By agreeing to receive the Services, you agree to be bound by the terms of this Terms of Service. By signing a purchase agreement or rendering payment to Ritz Momentum, you agree that you have read, understood, and agreed to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PROVIDER’S SITE OR RENDERING PAYMENT FOR THE PROVIDER’S PRODUCTS, AND YOU MUST DISCONTINUE USE AND ANY BUSINESS TRANSACTION IMMEDIATELY.

You will use only a name you are authorized to use in connection with the Services provided to you by the Provider, and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid.

It is understood that Ritz Momentum is the exclusive Provider retained to perform all services requested under these Terms of Service, and thus the authority in the professional provision of its offered business Services. You agree to completely defer to the Provider’s experience and judgement regarding your requested Services.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to the Terms of Service at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms of Service, and you waive your right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site or before you purchase one of our Services, so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site and purchase of Services after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The Site and our Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

  1. INTELLECTUAL PROPERTY RIGHTS. Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and trademarks, service. Marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in the Terms of Service, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

  1. REPRESENTATIONS. By using the Site and paying for our Services, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Service, (2) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which the business is registered; (3) you have all requisite right, power, and authority to enter into this Terms of Service and perform its obligations; (4) any information provided or made available by you or your Affiliates is at all times accurate and complete; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; (7) your use of the Site will not violate any applicable law or regulation; and (8) 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; and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Terms of Service.
  2. PROHIBITED ACTIVITIES. You may not access or use the Site for any purpose other than that for which we make the Site available. The Site 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 Site and recipient of our Services, you agree not to:

  • Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  • Use any information obtained from the Site in order to harass, abuse, or harm another person.
  • Make improper use of our support service or submit false reports of abuse or misconduct.
  • Use the Site in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorize framing of or linking to the Site.
  • 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 nay party’s uninterrupted use and enjoyment of the Site remodifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  • 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.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person or use the username of another user.
  • 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”).
  • Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in producing any portion of the Site or rendering any of the Services to you.
  • Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site or any portion ofhte Site.
  • Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  • 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 Site, or using or launching any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Site.
  • Make any unauthorized use of the Site, including collecting usernames and/or email addresses of user by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Site as part of any effort to compete with us or otherwise use the Site and/or Content for any revenue-generating endeavor or commercial enterprise.
  • Use the Site to advertise or offer to sell goods and services.
  1. LIMITATION OF LIABILITY. The Provider will not be liable (whether in Terms of Service, warranty, tort (including negligence or other theory), or otherwise) to you or any other person for cost of cover, recovery, or recoupment of any investment made by you or your Affiliates in connection with this Terms of Service, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Terms of Service, even if the Provider has been advised of the possibility of those costs or damages. Further, the Provider’s aggregate liability arising out of or in connection with this Terms of Service or the transactions contemplated will not exceed at any time the total amounts paid during the duration of this Terms of Service by you to the Provider in connection with the particular service giving rise to the claim.
  2. DESCRIPTION OF SERVICES AND SCOPE OF WORK. In accordance with these Terms of Service, Ritz Momentum will provide to you the following services, as applicable under your Purchase Agreement (collectively, the “Services”, as applicable):

a. Deliverables of Services Overview. You agree to complete and submit a Services questionnaire supplied to you by the Provider for the purpose of expressing in writing to the Provider your desires and expectations for the service(s) for which you are paying. For any Services rendered to you by the Provider, you agree to completely abide by the Provider’s editing and management decisions. Any Services for which you signed a separate contract with the Provider shall supersede these Terms of Service. The Provider may subcontract, either wholly or partially, the provision of any services to its Affiliates or any other third-party. The Provider retains the sole discretion to give any seller account managing privileges to whomever the Provider has retained for the execution of the services and any supporting operational actions.

The Provider shall produce and deliver to you all things pertaining to the Services requested by you as determined by the Provider in a timely manner throughout the duration of the Terms of Service. All efforts will be made by the Provider to fulfill the requested service within 10 business days from your selected start date, though the date of completed Services are subject to be anywhere from 3-7 business days ahead of or behind schedule based on the Provider’s workload. All things produced by the Provider shall have their basis in facts provided by you through explanations of your desired Services and business circumstances, or as answers to questions posed to you by the Provider in its attempt to fully understand the facts and your business goal

You are solely responsible for providing truthful and accurate information, to the best of your knowledge, to the Provider regarding all facts relating to your business and seller account, as well as any other potentially related information that could reasonably affect the Provider’s delivery, in whole or in part, of the Services, or the status of your seller account, or any other aspect of your business.

The Provider will render any and all business services requested by you according to the Provider’s expertise and judgement. By default, the Provider will only provide images 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 which dictate regulations for selling and operating an Amazon seller account, unless otherwise specified in writing by you. The Provider is not responsible for any changes in Amazon’s governing documentation, or any possible negative consequences of enhanced images. The Provider does not guarantee that enhancing images will result in increased sales or profit. The Provider is understood to be the authority with respect to providing the business services that it offers. The Provider will not make any changes to the Services with which the Provider does not concur.

b. Amazon Product Research. Using the information you provide in the Services questionnaire, the Provider will develop a selling strategy and conduct market research using a variety of software tools and research methods in order to provide you with a data-based, Amazon marketplace product idea and customization recommendations. The Provider will also provide pre-liminary pricing pro forma from manufacturers for sourcing the product at a price point that supports your selling strategy.

c. Amazon “Hands-Free” Product Customization. Whether you already have a product you want the Provider to customize, or your desire for the Provider to provide to you the Amazon Product Research service, the Provider will conduct Amazon Product Research prior to conducting any product customization. The Provider shall develop and provide to you product(s) at the price stipulated in your Purchase Agreement. The Provider shall develop and deliver to you in a timely manner the following for each product that is to be sold on the Amazon seller account:

1) product selling strategy based on your submitted questionnaire;

2) product research report detailing the market analysis and guidelines for product development;

3) Product customization and design that fits with your private label brand;

4) Product listing copywriting and design;

5) Search Engine Optimization terms;

Any product customization services extending beyond those enumerated services in this section are considered beyond the original Scope of Work and can be purchased at discounted a-la-carte rates from the Provider.

You will receive enhanced images and/or copy via digital download gallery and will inherently also receive usage rights associated with the received images and/or copy. The Provider will only use images that it has purchased through official image distributor websites, or through the Terms of Service of image development services, at the Provider’s sole discretion.

You are permitted to use the developed images for the purposes of promoting your product, whether it’s on Amazon or any other form of sales or media platform you or your business utilizes. You are not permitted to sell the enhanced images or enhanced copy for any promotional purposes to any other party outside of yourself, or make monetary gain from the sale, in whole or in part, of received enhanced images or copy. If there is a refund or dispute of payment, you forfeit all usage rights and will not be allowed to use any enhancements or enhancement ideas for promotion of your product on Amazon or any other website or platform.

i. Development and Delivery of Logo and Brand Name Development. You must provide the logo and brand name for the private label to the Provider prior to the Provider beginning work on developing your product(s). You may retain outside services, or should you choose, retain the Provider for logo and brand name creation for an additional fee as determined by the Provider.

ii. Filing Private Label Brand with United States Patent and Trademark Office (USPTO). Within 30 business days upon receipt of the Amazon Product Research portion of the Services outlined in this section, you shall file for a trademark for your private label brand with the United States Patent and Trademark Office (USPTO). You may file this on your own, retain an outside service, or retain the Provider for an additional fee. Should you choose to file on your own on through a third-party entity, you shall provide all germane documentation to the Provider that this task has been completed.

d. Product Sourcing Research. The Provider shall conduct correspondence and negotiation on your behalf with manufacturers for the purpose of securing product sourcing pro forma that supports your selling strategy. The selling strategy shall be provided by you if the Provider will conduct Product Sourcing Research for a product that your provide.

e. Pay-Per-Click Campaign and Account Management. The Provider shall provide you PPC Campaing and Account Management Services for the monthly fee and term length as stipulated in your Purchase Agreement. Upon PPC strategy consultation with the Provider, you shall maintain the PPC campaign budget delineated to you by the Provider. At no point will you make any intentional changes whatsoever to the PPC campaign for any ASIN on your seller account without prior consultation with the Provider. If you accidentally make any change to anything that may affect the proper execution of a PPC campaign, you shall immediately inform the Provider. Making any intentional changes to a PPC campaign, or anything that may affect the proper execution thereof, shall result in the levy of a Non-Compliance Fee. If you refuse to abide by the Provider’s PPC campaign and management decisions, or if you revoke the Provider’s access to the account, such action shall result in termination of the Services, the levy of a Non-Compliance Fee, and Liquidated Damages equal to the total amount stipulated on your Purchase Agreement for PPC Campaign and Account Management Services.

i. Account Management. The Provider shall conduct seller account oversight and have authority to execute management decisions by having account management privileges on your Amazon’s seller central account. When applicable, you shall execute all management instructions given to you verbally and in written correspondence by the Provider according to the instructions delineated therein. Failure by you to execute the Provider’s instructions accurately within 30 business days of the stipulated tasks’ deadlines shall constitute a material breach of these Terms of Service and result in the payment of Liquidated Damages. You agree to completely abide by the Provider’s editing and management decisions regarding the optimization of your product related ASIN(s) and your account in general. The Provider shall have the exclusive right in the provision of any additional services necessary to support the editing and management decisions required for optimization. Should the Provider identify software and/or Services with sales increasing opportunities beyond that would require further monetary investments from you, the Provider shall present any associated risks involved in the decision, the potential effects on revenue, and provide a recommendation. You have the right of refusal for recommendations made by the Provider for tools, software, or services beyond the scope of work of the Services in this section.

The Provider shall be responsible for PPC campaign development and management of all ASINs in your seller account, and any of the following account management services:

Inactive Listings
Inactive Out of Stock but with FBA Inventory
Suppressed Listings
High/Low Pricing Error
Hazmat Documentation
Category Compliance Documentation
High Return Rate – Voice of Customer
Stranded Inventory
Missing Buy Box
Inventory Reports and Issues
Inventory Projection
Inventory Reconciliation
Inventory Removal Issues
Reserved Inventory
Product Dimensions Remeasurement
FBA Inventory over 365 days
Account Health
Intellectual Property Violation
Suspected IP Violation
Authenticity Complaints
Product Safety Issues
Listing Policy Violation
Restricted Policy Violation
Missing Units from Shipment
Unreconciled Inventory Balances
Account Management
Account Audit
PPC Reports
Listing and Store Updates
Update Listing Attributes
Create EBC
Update Storefront
Listing Recategorization
Merge ASINs
Create Listing Variations
Fix Unshared Reviews of the Variations
–Listing with Missing Best Seller Rank
Non-PPC Promotional Opportunities
Create Coupons
Create Promotional Discount
Create Lighting Deals
Subscribe and Save
Small and Light Program
Bundle Listing
Shipment Issues
Create New Shipment
Unable to Add a Product
Late Shipment Check-In / Receiving
Shipment Reconciliation
Customer and Orders
Remove Bad Feedback
Remove Bad Review
Multi-Channel Fulfillment Issues
FBA Order not Received/Refund/ Reimbursement
Other Issues
FBA Settings
Brand Registry
Category Untgating
Handle SIOC Certifications
Content Audits
Build Virtual Bundles
Fix Missing Category/BSR
Keyword Research
Order Processing (Seller and Vendor Central)
Account Reinstatement
7 Images, Custom Images for Brand Ads and EBC Uploading
Video Uploading
Category Approval – with the recommendation of Brand Authorization Letter as per the Amazon Requirements
–Brand Approval Before the Listing (5401 error)
Marketplace and Competitive Research
GTIN Exemption
Automate Pricing
Business Pricing
Vine Enrollment
Buyer-Seller Messages
Subscribe and Save Weekly Reporting
A-Z Guarantee Claim (client must notify us)
Fees Calculation & Analysis
Sales Referral Fee
Pre-Sale Closing Fee
Brand Analytics
Customer Insights
Identifying Rogue Sellers and Counterfeits
Dangerous Goods Classification
Exemption Sheet
Tax Liabilities

 

ii. Inventory Management and Decisions. All decisions that you want to make that in any way may affect inventory for any ASIN associated with a product developed for your by the Provider, including, but not limited to, the addition or removal of inventory from Amazon, stopping replenishment, changing shipping strategy, etc., shall be communicated in writing by you to the Provider 30 days in advance from when the date on which the decision would take effect. Should the Provider not concur with your inventory decision, you must completely abide by the Provider’s instructions for the duration of the PPC Campaign and Account Management term agreed to in your Purchase Agreement. Failure to give proper notification, or abide by the Provider’s instructions, shall result in the levy of a Non-Compliance Fee. At no point shall any lapses in inventory replenishment absolve you from your obligation to pay any monthly fees or additional penalty fees associated with these Terms of Service or resulting from instructions given to you by the Provider. Inventory related to Amazon “Hands-Free” product(s) launches shall arrive at an Amazon FBA warehouse no later than 90 days after having received the product development files from the Provider. Failure to meet the arrival deadline due to your negligence or failure to abide by the Provider’s instructions shall constitute in levy of a Non-Compliance Fee.

  1. PAYMENT AND FEES. All fees for Services shall be outlined in your Purchase Agreement. The charges for Services are based on the Provider’s assessment of the work required to fulfill your service request needs. Unless otherwise stipulated in these Terms of Service, all payments are final. Save in the cases of Force Majeure (as defined in these Terms of Service), any refunds shall be fulfilled at the Provider’s sole discretion. Should a refund be issued by the Provider, the payment processing fees remain your sole responsibility. All payment due dates shall be agreed to in writing between you and the Provider.

a. Missed Payments. 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.

b. Recurring Payment Execution. Services requiring recurring payments shall be executed by you to the Provider via automatically recurring ACH transfer on the 25th day of the month. All revenue disbursements for applicable Services shall be paid via an invoice issued to you by the Provider once the Provider has finalized the month’s revenue analysis. Invoice payment shall be paid no later than 3 business days from receipt by you. Whereas the Provider wishes to provide pro bono assistance to you, no payment shall be due to the Provider by you. All other payments shall be coordinated between you and a sales representative employed by the Provider.

c. Liquidated Damages. For the purpose of these Terms of Service, Liquidated Damages shall mean the total sum of any remaining payments for Services in your Purchase Agreement for which you have not yet paid. For the purpose of calculating the ten percent revenue fee for applicable Services, the projected monthly revenue shall be calculated by taking the sales average of all months to include the month in which the material breach occurred.

d. Non-Compliance Fee. The Provider reserves the right to determine the Non-Compliance and shall base the amount on the actual or potential revenue losses that the action would cause.

e. PPC Campaign and Account Management Termination Notification. You must communicate in writing to the Provider your intent to terminate Section 4e Services 30 days in advance of the date on which the termination would take effect. The Services will automatically renew for another term length as outlined in your Purchase Agreement should the Provider not receive a Termination Notification with proper advance notice.

f. Provision and Availability of Services. The Provider shall begin work immediately upon finalization your Purchase Agreement, or as otherwise coordinated between you and the Provider. The Provider will work on your requested Services and be available to you only via email at amazon@ritzarm.com during the hours of 9:00am EST to 9:00pm EST during the days of Monday through Friday (collectively, “Business Hours”). The extension of Business Hours, when done at the sole discretion of the Provider, will not constitute the levying of extra payment on your behalf. Should you desire from the Provider additional work availability outside of Business Hours, the costs for such Services shall be determined at the sole discretion of the Provider.

g. Exclusions from Scope of Work. Actions required of the Provider by you that stem from a failure to disclose information, either through negligence or willful omission by you, whose nature causes a substantive alteration of the items required for the proper fulfillment of your requested Services, including, but not limited to, instances where the Provider must begin anew the Services’ development process, shall constitute as Services beyond the Scope of Work of any Purchase Agreement, and additional payment for such Services shall be determined at the sole discretion of the Provider.

  1. TERM. The term length of your Services shall be determined in your Purchase Agreement, or through correspondence between you and the Provider. Any renewal of PPC management resulting from this Terms of Service shall be in increments of six-month terms.

The Provider may suspend or terminate your receipt of any Services immediately if the Provider determines that (a) you have materially breached these Terms of Service and failed to cure within 7 business days of a cure notice unless your breach exposes the Provider to liability toward a third party, in which case the Provider is entitled to reduce, or waive, the aforementioned cure period at the Provider’s sole discretion; (b) the Provider has reasonable cause to suspect that you are engaged in deceptive, fraudulent, or illegal activity. The Provider will promptly notify you of any such termination or suspension via email, indicating the reason and any required actions for cure, except where the Provider 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 Provider’s safeguards. On termination of these Terms of Service, all related rights and obligations under this Terms of Service immediately terminate, except that (c) 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.

  1. CONFIDENTIALITY. Provider, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to you. The Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Terms of Service. Any oral or written waiver by you of these confidentiality obligations which allows the Provider to disclose your confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
  2. 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) identified as Proprietary Information at the time of disclosure. Notwithstanding the failure of the Disclosing Party to mark information as confidential or proprietary as described above, information that, by its very nature, or 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 (i) 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, (ii) not to divulge any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use of such Proprietary Information, except for the below stated purpose, and (iv) 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 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 (i) was in the possession of the Receiving Party or known by it prior to receipt from the Disclosing Party, or (ii) was rightfully disclosed to the Receiving Party by another person without restriction, or (iii) was independently developed by the Receiving Party without access to such Proprietary Information, or (iv) 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.

 

  1. DEFAULT. The occurrence of any of the following shall constitute a material default under this Terms of Service:

a. The failure to make a required payment when due.

b. The insolvency or bankruptcy of either party.

c. 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.

d. The failure to make available or deliver the Services in the time and manner provided for in this Terms of Service.

  1. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Terms of Service (including without limitation the failure to make a monetary payment when due), the other party may terminate the Terms of Service by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. 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 this Terms of Service and the execution of the appropriate severance stage’s guidelines.
  2. FORCE MAJEURE. If performance of this Terms of Service or any obligation under this Terms of Service is prevented, restricted, or interfered with by causes beyond either 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 to the extent necessary by such event. 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.
  3. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Terms of Service through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 business days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

Any controversies or disputes arising out of or relating to this Terms of Service will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

    1. ENTIRE AGREEMENT. This Terms of Service contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Terms of Service. This Terms of Service supersedes any prior written or oral agreements between the parties.
    2. SEVERABILITY. If any provision of this Terms of Service will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Terms of Service is invalid or 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.
    3. AMENDMENT. This Terms of Service may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
    4. GOVERNING LAW. This Terms of Service shall be construed in accordance with the laws of the State of Florida, United States of America.
    5. NOTICE. Any notice or communication required or permitted under this Terms of Service shall be sufficiently given if delivered by email from the address provided herein, in person, or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
    6. WAIVER OF TERMS OF SERVICEUAL RIGHT. The failure of either party to enforce any provision of this Terms of Service shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Terms of Service.
    7. ATTORNEY’S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Terms of Service, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
    8. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
    9. ASSIGNMENT. 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.
    10. DEFINITIONS. “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
    11. USER GENERATED CONTRIBUTIONS

      The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

      • 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, or moral rights of any third party.
      • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
      • 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 Site and these Terms of Use.
      • Your Contributions are not false, inaccurate, or misleading.
      • 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 violate the privacy or publicity rights of any third party.
      • Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
      • 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 of Use, or any applicable law or regulation.

      Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

    12. CONTRIBUTION LICENSE

      By posting your Contributions to any part of the Site, 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 do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

      We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

    13. GUIDELINES FOR REVIEWS

      We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

      We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews 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 review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

    14. SUBMISSIONS

      You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

    15. THIRD-PARTY WEBSITE AND CONTENT

      The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

    16. ADVERTISERS

      We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site 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 Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

    17. SITE MANAGEMENT

      We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

    18. PRIVACY POLICY

      We care about data privacy and security. Please review our Privacy Policy: https://www.ritzarm.com/policy/. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

    19. TERM AND TERMINATION

      These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

      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. 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.

    20. MODIFICATIONS AND INTERRUPTIONS

      We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

      We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

    21. CORRECTIONS

      There may be information on the Site 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 Site at any time, without prior notice.

    22. DISCLAIMER

      THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

    23. INDEMNIFICATION

      You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

    24. USER DATA

      We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. 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 Site. 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.

    25. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

      Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. 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 BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

    26. CALIFORNIA USERS AND RESIDENTS

      If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

    27. MISCELLANEOUS

      These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

    28. CONTACT US

      In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

      IBRR Company LLC

      20 N Orange Ave

      STE 1100

      Orlando, FL 32801

      United States

      Phone: ‭+1 (202) 977-7996‬

      amazon@ritzarm.com