License; Purpose and Content of the Site
2.3 We have made every effort to display as accurately as possible the colors of our products that appear on this Site. However, since the actual colors you see depend upon your computer and monitor, we cannot guarantee that the display of any color will be completely accurate.
2.4 We, from time to time, run promotions or other special offers. Offers cannot be applied to previous purchases and cannot be redeemed for cash or combined with any other offer. To redeem, enter the code in the promo code box at checkout. Limit one promotional code per order. Each offer shall be subject to the terms provided and terms of offers are subject to change. [Note to Draft: Confirm whether there will be promotional-type offers.]
Orders, Purchases and Return Policy
3.3 All purchases through the Site are nonrefundable, regardless of use or lack of use by you. All refunds will be made in our sole discretion. Once a charge has been processed to your credit card or wireless account, you shall not request that your credit card or mobile carrier company reverse the charge or charge it back us. If you have a legitimate basis to request a credit for a charge previously processed against your credit card account, you may request a credit from us by written notice and resolve the issue directly with us. Any reversed charges that cause the credit card company to impose a charge back, refund, or credit cost against us shall be reimposed by us upon you. Such costs may exceed the cost of the reversed item or charge back by many times.
3.4 All prices displayed on the Site are quoted in United States Dollars (USD). We may restrict delivery to addresses in certain jurisdictions. We will add shipping and handling fees and applicable sales/use tax in accordance with our then existing policies.
3.5 We reserve the right without prior notice to discontinue or change specifications and prices on products offered on the Site without incurring any obligation to you. Products displayed on this Site are available while supplies last. Descriptions of, or references to, products on this Site do not imply endorsement of that product, or constitute a warranty, by Asystem.
3.6 The receipt by you of an order confirmation does not constitute our acceptance of an order. Prior to our acceptance of an order, verification of information may be required. We reserve the right at any time after receipt of your order to accept or decline your order, or any portion thereof, even after your receipt of an order confirmation from us.
3.7 We reserve the right to limit the order quantity on any item and to refuse service to any customer without prior notification. In the event that a product is listed at an incorrect price, we shall have the right to refuse or cancel orders placed for the product listed at the incorrect price, regardless of whether the order has been confirmed and your account charged. If your account has already been charged for the purchase and your order is canceled, we shall promptly issue a credit to your account in the amount of the incorrect price or provide you with a refund at your election.
3.8 The risk of loss and title for all products purchased by you and shipped by us pass to you upon our delivery to the carrier for shipment. The risk of loss and title for all products purchased by you and shipped directly by one of our vendors pass from such vendor to you upon such vendor's delivery to the carrier for shipment.
3.6 We may limit or prohibit orders that, in our sole judgment, appear to be placed by resellers, distributors or any other unauthorized party. You are not permitted to resell any products or services purchased through the Site for commercial purposes.
3.7 ASYSTEM does not accept returns because we do not and cannot reuse products. If there is any part of your order that is unsatisfactory, please reach out to our team at email@example.com.
4.1 Please be aware that whenever you post information to the Site (e.g. a product review or a blog) that information may be accessible for other users. You should therefore choose carefully the information you post and that you provide to other users.
4.2 Asystem does not claim any ownership rights in the text, files, images, photos, video, sounds, feedback, works of authorship or any other materials that you may post (“User Content”) on the Site. After posting your User Content, you continue to retain all ownership rights in it, and you continue to have the right to use it in any way you choose. By posting your User Content on or through the Site, you hereby grant us a non-exclusive, sublicensable, transferable, fully paid-up, royalty-free and worldwide license to use, modify, publicly perform, publicly display, reproduce, create derivative works and distribute your User Content, all without any compensation to you whatsoever, including in product designs, on and through the Site or in the Asystem section of a third-party platform (Facebook, Twitter, etc.). For the avoidance of doubt, Asystem shall be under no obligation: (1) to maintain any User Content in confidence; (2) to compensate you in any way for your User Content; or (3) to respond to any User Content.
4.3 By posting User Content to the Site or otherwise submitting User Content to us, you represent that you have the full legal right to provide the User Content and that use of the User Content by Asystem on the Site, and all other persons and entities, will not: (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, regulation, or agreement; or (c) promote or provide instructional information about illegal activities, promote physical harm, or injury against any group or individual, or promote any act of cruelty to animals, including instructions on how to assemble bombs, grenades, and other weapons or how to use or obtain illegal drugs; (d) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (e) impersonate any person or entity or falsely state or otherwise imply an affiliation with a person or entity, or include any falsified, composite, or otherwise non-authentic depictions of events, locations, landmarks, entities or persons; (f) contain or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (g) be obscene, child pornographic, or indecent; (h) violate any community or Internet standard; (i) constitute misappropriation of any trade secret or know-how; or (j) constitute disclosure of any confidential information owned by any third party.
4.4 You are solely responsible for the User Content that you post on the Site. You may not post, transmit, or share User Content on the Site that you did not create or that you do not have permission to post. User Content is not necessarily reviewed by Asystem prior to posting and does not necessarily reflect the opinions or policies of Asystem. Asystem makes no warranties, express or implied, as to User Content or the accuracy and reliability thereof or any material or information that you transmit to other users.
4.5 Asystem expressly reserves the right to remove any information or materials posted or transmitted for any reason or for no reason. Asystem will fully cooperate with any law enforcement authorities or court order requesting or directing Asystem to disclose the identity of anyone posting any such information or materials. We are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by users.
General Restrictions on Use
5.2 You will not (and will not attempt to): (a) access the Site by any means other than through the interfaces that are provided by Asystem; (b) gain unauthorized access to Asystem’s computer system or engage in any activity that interferes with the performance of, or impairs the functionality or security of the Site or Asystem’s networks and computer systems; (c) access the Site through any automated means or with any automated features or devices (including use of scripts or web crawlers, data mining, scraping, robots, spiders, or any other data gathering or extraction tools), except to the extent the Site is indexed by general purpose consumer-accessible search engines, such as Google or Bing; (d) access or collect any personally identifiable information, including any names, email addresses or other such information for any purpose, including, without limitation, commercial purposes; (e) reproduce, duplicate, copy, sell, trade, or resell any aspect of the Site for any purpose; (f) upload, post, or otherwise transmit, through the Site, any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing,” or any other form of solicitation, including the solicitation of users to become subscribers of other online information services competitive with Asystem; (g) stalk, harass, or otherwise disturb another person; (h) impersonate another person; or (i) infringe any intellectual property rights of any person or entity, including any trademark rights, rights of publicity, personality, or privacy of any person or entity, including as a result of the your failure to obtain consent to post personally identifying or otherwise private information about a person.
Intellectual Property Rights
6.1 As between you and Asystem, Asystem owns or licenses all information and materials, including logos, designs, titles, phrases, product names, images, illustrations, icons, photographs, and the copyrights, trademarks, service marks, trade dress, and other intellectual property rights associated therewith, in or made available through the Site (“Site Content”), as well as the selection, coordination, arrangement, and organization and enhancement of the Site Content. All Site Content is protected pursuant to copyright, trademark, patent, and other applicable laws. You agree not to remove or alter any copyright notice or any other proprietary notice on any Site Content. As between you and Asystem, all names, trademarks, symbols, slogans, or logos appearing on the Site are proprietary to Asystem or its affiliates, licensors, or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Site Content, other than the right to use the Site Content in accordance with these Terms.
7.1 Asystem expressly disclaims, to the fullest extent permitted by law, any express or implied warranties: (i) that the Site, Site Content, goods, services, advice, information or links provided or displayed on the Site will meet your requirements; (ii) that the Site will be uninterrupted, timely, secure or free from error or that any errors will be corrected; (iii) that defects in the operation or functionality of any software provided to you as part of the Site will be corrected; and (iv) regarding the Site, Site Content, goods, services, advice, information or links provided by any third parties or users. No advice or information, whether oral or written, obtained by you from the Site shall create any warranty not expressly stated in these Terms.
7.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITE, THE SITE MATERIALS AND USER CONTENT AND MATERIALS ON, IN, AND MADE AVAILABLE THROUGH THE SITE, AND THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITE ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SITE, THE USER CONTENT, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT.
7.3 THIS SITE OFFERS HEALTH, WELLNESS, FITNESS AND NUTRITIONAL INFORMATION AND IS DESIGNED FOR EDUCATIONAL PURPOSES ONLY. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THIS SITE. THE USE OF ANY INFORMATION PROVIDED ON THIS SITE IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THIS SITE OR AVAILABLE THROUGH ANY SERVICES ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. No action should be taken based solely on the contents of this site. You should consult appropriate health professionals on any matter relating to your health and well-being, including but not limited to the following: (1) making any adjustment to any medication or treatment you are currently using; (2) stopping any medication or treatment you are currently using; or (3) starting any new medication or treatment. The information and opinions provided here are believed to be accurate and sound, based on the best judgment available to the authors, but anyone who fails to consult appropriate health authorities assumes the risk of any injuries. No content is intended to be a substitute for professional medical advice, diagnosis, or treatment. Asystem is not responsible for errors or omissions. If you think you may have a medical emergency, call your doctor or your local health emergency service immediately.
7.4 You understand that the technical processing and transmission of any Site Content and User Content may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. Please be advised that we do not guarantee that any information sent to or from our Site will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to us via the Site or the Internet, including, for example, personal information such as your name or address. Asystem reserves the right to interrupt or discontinue any or all of the functionalities of the Site. Asystem assumes no responsibility for: (a) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; (b) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on any of the Site, including any injury or damage to you or to any person’s computer related to or resulting from use of the Site; and (c) any damage to, or viruses that may infect, your computer equipment or other property on account of your access to, use of or browsing of the Site or your downloading of any materials, data, text, images, video or audio from the Site.
7.5 While Asystem uses reasonable efforts to include accurate and up-to-date information on the Site, it makes no warranties or representations with respect to the Site. The Site Content may contain typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders if any information on the Site is inaccurate at any time without prior notice (including after you have submitted your order). We cannot and do not review all communications, products, or services made available on or through the Site, but, although not obligated to, may review, verify, make changes to or remove any User Content, Site Content, or the Site, including information submitted in connection with the Site Content or other features at any time, with or without notice in our sole discretion.
Links to and Features Provided by Third Parties
8.2 Framing of the Site by sites or site elements is not permitted. In-line linking or any other manner of incorporating parts of the Site on other sites is equally prohibited.
9.1 While Asystem endeavors to ensure that the Site is normally available 24 hours a day, it will not be liable if for any reason it is unavailable at any time or for any period.
9.2 Access to the Site may be suspended temporarily and without notice in case of a system failure, maintenance or repair or for reasons beyond our control.
Limitation of liability
IN AS MUCH AS PERMITTED BY LAW, AND EXCEPT FOR DAMAGE CAUSED BY WILLFUL INTENT OR GROSS NEGLIGENCE, ASYSTEM AND ITS AFFILIATES, SUBSIDIARIES AND LICENSORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS OF ANY OF THEM, EXCLUDE ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING ANY INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOSS OF INCOME, PROFITS, GOODWILL OR DATA) IN CONNECTION WITH (A) THE USE OF PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THE SITE; (B) THE SITE, SITE CONTENT, OR USER CONTENT IN ANY WAY; OR (C) THE USE, INABILITY TO USE OR THE RESULTS OF USE OF THE SITE, ANY WEBSITES LINKED TO THE SITE OR THE MATERIAL ON SUCH WEBSITES, INCLUDING LOSS OR DAMAGE DUE TO VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF OR BROWSING OF THE SITE OR YOUR USE OF ANY SITE CONTENT OR ANY WEBSITES LINKED TO THE SITE; ALL THE FOREGOING REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR WE HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF WE AND OUR AFFILIATES, SUBSIDIARIES AND LICENSORS TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE FOREGOING EXCEED THE PRICE PAID BY YOU DURING THE PRECEDING YEAR FOR USE OF THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF US AND OUR AFFILIATES, SUBSIDIARIES AND LICENSORS SHALL NOT EXCEED TEN DOLLARS ($10). IF YOU ARE DISSATISFIED WITH THE SITE, OR WITH ANY OF THESE TERMS, OR FEEL WE HAVE BREACHED THESE TERMS, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.
If you believe that any content or postings on this Site violates your intellectual property or other rights, please send to us at firstname.lastname@example.org a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your e-mail address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”
The arbitrator will decide the substance of all claims in accordance with the laws of the State of Delaware, without regard to any conflict-of-law rules or the United Nations Convention on Contracts for the International Sale of Goods. The arbitrator shall not be bound by rulings in prior arbitrations involving different Site users but is bound by rulings in prior arbitrations involving the same Site user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by us should be submitted by mail to the AAA along with your demand for arbitration and we will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis, we will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the costs of accessing arbitration from being prohibitive. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse us for all fees associated with the arbitration paid by us on your behalf that you otherwise would be obligated to pay under the AAA’s rules. If an arbitrator or court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this agreement to arbitrate shall still apply.
16.1 The Site is controlled and operated from within the United States. Without limiting anything else, we make no representation that the Site, Site Content, User Content, services, products, information or other materials available on, in, or through the Site is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site from outside the United States do so on their own will and are responsible for compliance with applicable laws.
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