THE

Terms and Conditions

Last updated 05.04.2020
 
 
 
AGREEMENT TO TERMS
 
These
Terms of Use constitute a legally binding agreement made between you,
whether personally or on behalf of an entity (“you”) and __________ (“Company“, “we”, “us”, or “our”), concerning your access to and use of the __________
website as well as any other media form, media channel, mobile website
or mobile application related, linked, or otherwise connected thereto
(collectively, the “Site”). You agree that by accessing the Site, you
have read, understood, and agreed to be bound by all of these Terms of
Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE
EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE
IMMEDIATELY.
 
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 these Terms of Use at any time and for any reason. We
will alert you about any changes by updating the “Last updated” date of
these Terms of Use, and you waive any right to receive specific notice
of each such change. It is your responsibility to periodically review
these Terms of Use to stay informed of updates. 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
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.
 
 
 
 
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 the 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 these Terms
of Use, 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.
 
 
USER REPRESENTATIONS
 
By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a
minor in the jurisdiction in which you reside; (
3) you will not access the Site
through automated or non-human means, whether through a bot, script or
otherwise; (
4) you will not use the Site for any illegal or unauthorized
purpose; and (
5) your use of the Site
will not violate any applicable law or regulation.
 
If
you provide any information that is untrue, inaccurate, not current, or
incomplete, we have the right to suspend or terminate your account and
refuse any and all current or future use of the Site (or any portion
thereof).
 
 
PRODUCTS
 
We
make every effort to display as accurately as possible the colors,
features, specifications, and details of the products available on the
Site. However, we do not guarantee that the colors, features,
specifications, and details of the products will be accurate, complete,
reliable, current, or free of other errors, and your electronic display
may not accurately reflect the actual colors and details of the
products. All products are subject to availability,
and we cannot guarantee that items will be in stock. We reserve the right to
discontinue any products at any time for any reason. Prices for all products
are subject to change.
 
 
PURCHASES AND PAYMENT
 
We accept the following forms of payment:
 
 
 
You agree
to provide current, complete, and accurate purchase and account
information for all purchases made via the Site. You further agree to
promptly update account and payment information, including email
address, payment method, and payment card expiration date, so that we
can complete your transactions and contact you as needed. Sales tax will
be added to the price of purchases as deemed required by us. We may
change prices at any time. All payments shall be 
in __________.
 
You agree
to pay all charges at the prices then in effect for your purchases and
any applicable shipping fees, and you authorize us to charge your chosen
payment provider for any such amounts upon placing your order. We reserve the right to correct
any errors or mistakes in pricing, even if we have already requested or
received payment.
 
We reserve the
right to refuse any order placed through the Site. We may, in our sole discretion, limit or
cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed
by or under the same customer account, the same payment method, and/or orders
that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole
judgment, appear to be placed by dealers, resellers, or distributors.
 

 

 

 

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, you agree not to:

 

 

 

 
 
      
USER GENERATED CONTRIBUTIONS

       

The
Site does not offer users to submit or post content. We 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 in accordance with the Site Privacy Policy. When you create or
make available any Contributions, you thereby represent and warrant
that:

   

1.
 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.
2.  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.
3.  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.
4.  Your Contributions are not false, inaccurate, or misleading.
5.
 Your Contributions are not unsolicited or unauthorized advertising,
promotional materials, pyramid schemes, chain letters, spam, mass
mailings, or other forms of solicitation.
6.  Your Contributions are
not obscene, lewd, lascivious, filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as determined by us).
7.  Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8.
 Your Contributions do not advocate the violent overthrow of any
government or incite, encourage, or threaten physical harm against
another.
9.  Your Contributions do not violate any applicable law, regulation, or rule.
10.  Your Contributions do not violate the privacy or publicity rights of any third party.
11.
 Your Contributions do not contain any material that solicits personal
information from anyone under the age of 18 or exploits people under the
age of 18 in a sexual or violent manner.
12.  Your Contributions do
not violate any applicable law concerning child pornography, or
otherwise intended to protect the health or well-being of minors;
13.
 Your Contributions do not include any offensive comments that are
connected to race, national origin, gender, sexual preference, or
physical handicap.
14.  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 or the Marketplace Offerings 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 and the
Marketplace Offerings.

   

 
CONTRIBUTION LICENSE

   

You
and Site agree that we may access, store, process, and use any
information and personal data that you provide following the terms of
the Privacy Policy and your choices (including settings).
 
By
submitting suggestions or other feedback regarding the Site, you agree
that we can use and share such feedback for any purpose without
compensation to you.
 
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.
 
 
 
SUBMISSIONS
 
You
acknowledge and agree that any questions, comments, suggestions, ideas,
feedback, or other information regarding the Site or the Marketplace
Offerings (“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.
 
 
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 and the Marketplace
Offerings.
 
 
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 AND THE MARKETPLACE
OFFERINGS (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 AND THE MARKETPLACE OFFERINGS 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.
 
 
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
Marketplace Offerings 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 or the Marketplace Offerings.
 
We
cannot guarantee the Site and the Marketplace Offerings 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 or
the Marketplace Offerings 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 or the Marketplace Offerings during any downtime or discontinuance
of the Site or the Marketplace Offerings. Nothing in these Terms of Use
will be construed to obligate us to maintain and support the Site or the
Marketplace Offerings or to supply any corrections, updates, or
releases in connection therewith.
 
 
GOVERNING LAW
 
 
These terms shall be governed by and defined following the laws of __________. __________ and yourself irrevocably consent that the courts of __________ shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.
 
 
DISPUTE RESOLUTION
 
Informal Negotiations
 
To
expedite resolution and control the cost of any dispute, controversy,
or claim related to these Terms of Use (each a “Dispute” and
collectively, the “Disputes”) brought by either you or us (individually,
a “Party” and collectively, the “Parties”), the Parties agree to first
attempt to negotiate any Dispute (except those Disputes expressly
provided below) informally for at least __________ days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
 
Binding Arbitration
 
 
Any
dispute arising out of or in connection with this contract, including
any question regarding its existence, validity, or termination, shall be
referred to and finally resolved by the International Commercial
Arbitration Court under the European Arbitration Chamber (Belgium,
Brussels, Avenue Louise, 146) according to the Rules of this ICAC,
which, as a result of referring to it, is considered as the part of this
clause. The number of arbitrators shall be __________. The seat, or legal place, or arbitration shall be __________. The language of the proceedings shall be __________. The governing law of the contract shall be substantive law of __________.
 
Restrictions
 
The
Parties agree that any arbitration shall be limited to the Dispute
between the Parties individually. The the full extent permitted by law,
(a) no arbitration shall be joined with any other proceeding; (b) there
is no right or authority for any Dispute to be arbitrated on a
class-action basis or to utilize class action procedures; and (c) there
is no right or authority for any Dispute to be brought in a purported
representative capacity on behalf of the general public or any other
persons.
 
Exceptions to Informal Negotiations and Arbitration
 
The
Parties agree that the following Disputes are not subject to the above
provisions concerning informal negotiations binding arbitration: (a) any
Disputes seeking to enforce or protect, or concerning the validity of,
any of the intellectual property rights of a Party; (b) any Dispute
related to, or arising from, allegations of theft, piracy, invasion of
privacy, or unauthorized use; and (c) any claim for injunctive relief.
If this provision is found to be illegal or unenforceable, then neither
Party will elect to arbitrate any Dispute falling within that portion of
this provision found to be illegal or unenforceable and such Dispute
shall be decided by a court of competent jurisdiction within the courts
listed for jurisdiction above, and the Parties agree to submit to the
personal jurisdiction of that court.
 
 
CORRECTIONS
 
There
may be information on the Site that contains typographical errors,
inaccuracies, or omissions that may relate to the Marketplace Offerings,
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.
 
 

DISCLAIMER

 
THE SITE IS PROVIDED
ON AN AS-IS AND AS-AVAILABLE BASIS. YOU
AGREE THAT YOUR USE OF THE SITE 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 THIS 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.
 
 
LIMITATIONS OF LIABILITY
 
IN
NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO
YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST
PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR
USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY
CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL
TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR __________CERTAIN
US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON
IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF
THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR
LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
 
 
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) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5)
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.
 
 
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.
 
 
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.
 
 
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.
 
 
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:
 
__________
__________
Phone: __________
__________
These terms of use were created using Termly’s Terms and Conditions Generator.