Square Enix Store
TERMS AND CONDITIONS OF SALE
Last updated: December 21, 2016
These Terms and Conditions of Sale ("Terms and Conditions of Sale" or "Agreement") are a legal document that explains your rights and obligations as a Customer. Please read it carefully.
- A Store account that enables Customers to make purchases on the Store
- Customer or you:
- You, the person who uses, visits, or makes purchases from the Website
- Square Enix, Inc., a Washington corporation with offices at 999 N. Sepulveda Blvd., 3rd Floor, El Segundo, California 90245
- The product(s) or services sold on the Website
- The Merchant’s authorized reseller that operates the Website: Scalefast Inc., a Delaware corporation with offices at 2415 Third Street, suite 231, San Francisco, 94107. The Reseller is an online and offline e-commerce solutions provider.
- Sales Entities:
- Reseller, Merchant, their respective parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, contractors, and agents.
- Any subscription purchased or managed through the Store or the Website.
- Website or Store:
- The Merchant’s online store website currently accessible at store.na.square-enix.com
These Terms and Conditions of Sale define and regulate the contractual relation between the Reseller and the Customer.
These Terms and Conditions of Sale are binding as of their date of publication on the Website. You are solely responsible for remaining knowledgeable about, and in compliance with, these Terms and Conditions of Sale. The Reseller may amend these Terms and Conditions of Sale at any time, at the discretion of the Reseller, by altering the Terms and Conditions of Service on the Website. The act of visiting and/or placing an order on the Website constitutes your acceptance, without reserve, of the Terms and Conditions of Sale in effect as of the date of visiting the Website and/or placing an order on the Website, as well as any other terms and conditions posted on the Website. If you don’t agree to the amendments or to any of the terms in this Agreement, your only remedy is to cancel your Account or to cease to use the Reseller’s ecommerce solutions. The Reseller shall not have any obligation to refund any fees that may have accrued to your Account before you cancel your Account or cease using of any Subscription, nor shall the Reseller have any obligation to prorate any fees in such circumstances.
Reseller may modify any information on the Website without prior notification at any time.
You must be 13 years old or older to visit, use, or make purchases from the Website.
To make a purchase on the Store, you may be required to complete the Store’s registration process and create a Store Account. You must be 13 years old or older to create or use an Account. Your Account may include billing information you provide to the Reseller for the purchase of Subscriptions, for pre-orders, or for faster future purchases.
You guarantee all data that you provide during your use of the Website, including registration for an Account, is true, accurate, up-to-date, and complete.
You are solely responsible for all activity on your Account and for the security of your Account and your computer system. You shall not reveal, disclose, share, or otherwise allow others to use your password or your Account. You are personally responsible for any use of your password or your Account and for all of the communication, purchases, and other activity on the Store that results from use of your login name, password, or Account.
You shall inform Reseller immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorized manner.
You may not sell or charge others for the right to use your Account, or otherwise transfer your Account, nor may you sell, charge others for the right to use, or transfer any Subscriptions other than if and as expressly permitted by these Terms and Conditions of Sale. Reseller does not recognize any transfer of Accounts (including transfers by operation of law) from one user to any third party. Each customer shall be the sole holder of his or her own Account. Product purchase transactions entitle you to a single right to the delivery of a product.
Any purchase you make via the Website is subject to requirements that you must read before purchasing. The act of making a purchase constitutes your understanding, acceptance, and agreement to comply with these requirements. The Sales Entities shall not be responsible for any loss or incompatible or erroneous purchases resulting from such purchases. In the event that you are unhappy with a purchase, we encourage you to contact our customer service so we may attempt to resolve your problem.
You may cancel your Account at any time. You may cease use of your Account at any time or, if you choose, you may request that we terminate access to your Account. If you cancel your Account, the Reseller reserves the right to collect fees, surcharges, or costs incurred before cancellation. Any delinquent or unpaid Accounts must be settled before the Reseller will allow you to register again. Your cancellation of an Account will not entitle you to any refund for any products or fees.
The Reseller may cancel your Account at any time in its sole discretion if (a) the Reseller closes the Store, (b) you breach any terms of these Terms and Conditions of Sale (including any Subscription Terms or Rules of Use), or (c) for any other reason in Reseller’s sole discretion. In the event that Reseller terminates or cancels your Account for a breach of these Terms and Conditions of Sale, or any other improper or illegal activity, Reseller and Merchant shall grant you no refund, including of any Subscription fees or of any unused funds in your Account. Merchant may also terminate any accounts you have with Merchant if you breach these Terms and Conditions of Sale or engage in any other improper or illegal activity.
By creating an Account, in addition to these Terms and Conditions of Sale, you also accept the terms and conditions of the Members Rewards Program (available on the Website) and all other terms and conditions posted on the Website.
Stock Availability and Sales Fulfilment
Products are for sale within the limits of available stock. If Reseller is out of stock on a Product, or runs out of stock on a Product, Reseller may cancel any pending orders for such Product, and refuse to accept new orders for such Product, at Reseller’s sole discretion.
Your order is a binding offer to the Reseller to purchase the Product(s) in the order. Upon placing an order, the Website will display an ensuing and immediate confirmation message followed by a confirmation email. Such automatic confirmation does not constitute an acceptance by the Reseller of your order, but a notice of acknowledgement. The Reseller's acceptance of your order shall occur and a contract shall form only once the Reseller approves the order as follows: we only accept your offer, and conclude the contract of sale for a Product that you ordered, when we dispatch the Product to you and send e-mail confirmation to you that we've dispatched the Product to you (the "Fulfillment Confirmation E-mail"). For digital Products, you shall receive a link within the Fulfillment Confirmation Email directing you to your Product’s key, allowing you to unlock and download your purchase. Reseller may cancel any pending orders prior to shipment for any reason at Reseller’s sole discretion. If an order consists of more than one Product, Reseller may cancel any portion of the order that Reseller has not yet shipped to you at any time prior to shipment of that portion of the order.
If your order is dispatched in more than one package, you may receive a separate dispatch confirmation e-mail for each package, and each Fulfillment Confirmation E-mail and corresponding dispatch will conclude a separate contract of sale between us for the Product(s) specified in that Fulfillment Confirmation E-mail.
Orders and Use of the Services
All orders shall be placed exclusively via the Internet on the Website.
Automatic order confirmation errors may occur. Please check the automatic order confirmation for errors and inform us immediately of any discrepancies.
The Reseller may cancel or refuse any order from a Customer with whom a previous order resulted in a dispute or litigation, or from a Customer that previously disputed a charge.
You consent to receive sales invoices electronically. Electronic invoices may be made available in your Account on the Site. If you do not have an Account and did not print your invoice upon receiving your Fulfillment Confirmation Email, or for further information about electronic invoices and instructions on how to receive a paper copy of an invoice, please contact Reseller’s customer support.
Delivery of Physical goods
Reseller shall ship your order to the address you provide during the ordering process.
Any estimated delivery date or shipping time indicated on the Website is strictly informational and does not constitute a binding obligation – delivery dates and shipping times may vary. The Reseller shall not be responsible for delayed delivery or the loss of or damage to a package or its contents by postal services or couriers.
It is your responsibility to verify the good condition of any package(s) and their contents upon receipt. In the event a package or content is not in conformity with your order, you must promptly write a full description of the content and disconformities on the delivery slip and send Reseller a letter containing an acknowledgement of receipt and disconformities within three (3) days. Please contact customer service for more information about this process.
You may pay for an order with only the payment methods displayed on the Website at the time of purchase. Reseller shall not accept payment by any other method. Reseller may change the acceptable payment methods at any time (up to and including the date that Reseller ships the Product) at Reseller’s sole discretion.
The Reseller uses SSL (secure socket layer) encryption technology for your transactions. Your banking information is not stored by the Reseller. Reseller does not have access to private banking details and credit history at any point. To prevent abuses and fraud, the Reseller stores only your address and the transaction time and date. This data remains strictly confidential.
Reseller and/or Merchant may take any actions and disclose any information or transaction data they deem helpful or necessary to investigate, respond to, detect, or prevent any actual, attempted, or potential fraud, deception, or illegal activities, regardless of scope. For example, Reseller and/or Merchant may communicate or cooperate with law enforcement or other third parties and they may disclose information and transaction data related to the relevant transactions, sales, or communications to law enforcement or other third parties. Reseller and/or Merchant may also provide information to third parties for fraud detection and prevention analysis and services.
When you provide payment information to the Reseller or to one of its payment service providers, you affirm that you are the authorized user of the card, PIN, key, or account associated with that payment, and you authorize the Reseller to charge your credit card or to process your payment with the chosen third-party payment service provider for any purchases or fees chargeable to your account. The Reseller may require you to provide your address or other information
For subscriptions in which the Customer makes recurring payments in exchange for continued use (“Recurring Payment Subscriptions”), by continuing to use the Recurring Payment Subscription you agree and reaffirm that the Reseller is authorized to charge your credit card, or to process your payment with any other applicable third-party payment processor (such as Paypal), for any applicable recurring payment amounts. If you have purchased any Recurring Payment Subscription, you agree to notify the Reseller promptly of any changes to your credit card account number or Paypal or other payment account name or number, any applicable expiration date, your billing address, and/or any other information requested by Reseller in order for Reseller to process a transaction, and you agree to notify the Reseller promptly if your credit card, PayPal, or other payment account expires, is lost or stolen, or is canceled for any reason.
If your use of the Store or your purchases are subject to any type of use or sales tax, then the Reseller may charge you for those taxes in addition to any Subscription or other fees. You shall remain solely responsible for any other taxes you may owe in any jurisdiction.
You shall honestly provide your place of residence upon request, and you shall not use IP proxying or other methods to disguise the place of your residence, whether to circumvent geographical restrictions on Product content, to purchase at pricing not applicable to your territory, or for any other purpose. If you do this, Reseller may terminate your Account.
If applicable, the ownership of the Products shall be transferred to you when full payment is received and we deliver the Products to you. However, any risk of loss, theft, or destruction, in the period between the delivery and the transfer of ownership, shall be borne by you. Should you not honor your payment obligations for any reason whatsoever, the Reseller shall be entitled to demand that the delivered merchandise be returned immediately, at your own cost, risk, and peril.
The Reseller makes no representations or warranties, either expressed or implied, regarding any third party site. In particular, the Reseller makes no representation or warranty that any service or subscription offered via third-party vendors will not change or be suspended or terminated.
License and user rights
You are granted the limited and non-exclusive right to use one (1) copy of each Product delivered to you by the Reseller on a computer, laptop, or other permissible computing device. You are not permitted to copy, distribute, display, modify, or decompile any software in a Product, to extract its source code, create any derivative work based on it, remove any indication of the name or manufacturer of the software from it, or remove or modify any copyright protection scheme protecting it. You are exclusively permitted to use the Product for your own personal use and may not pass on, sell, transfer, or lend the Product to a third party, or make any commercial use of the Product.
The Store may require the automatic download and installation of software onto your computer. The Reseller hereby grants, and you accept, a limited, terminable, non-exclusive license and right to use the software for your personal, non-commercial use (except where commercial use is expressly allowed herein or in a separate set of terms and conditions) in accordance with these Terms and Conditions of Sale. The software is licensed, not sold. Your license confers no title or ownership in the software.
You may not use Reseller source code or any Reseller software for any purpose other than the permitted access to the Store and to make personal, non-commercial use of your Account, except as otherwise permitted by this Terms and Conditions of Sale. Except as otherwise permitted under these Terms and Conditions of Sales, or under applicable law notwithstanding these restrictions, you may not, in whole or in part, copy, photocopy, reproduce, publish, distribute, perform, translate, reverse engineer, derive source code from, modify, disassemble, decompile, create derivative works based on, or remove any proprietary notices or labels from the Store or the Reseller software without the prior consent, in writing, of the Reseller.
You are entitled to use the Store for your own personal use, but, except as expressly permitted elsewhere in these Terms and Conditions of Sale, you are not entitled to: (i) sell, grant a security interest to other parties in any way, nor to rent, lease, or license your Account rights to others without the prior written consent of the Reseller or (ii) exploit the Reseller Software or the Store for any commercial purpose.
The Reseller or its content providers grant you a limited, non-exclusive, non-transferable, non-sub-licensable license to access and make personal and non-commercial use of the Reseller services.
Right of Withdrawal (Returns)
You have fourteen (14) calendar days, counted from the date of reception of the merchandise, within which to return eligible Products. To know if your package is eligible for a return, please contact our customer support. ALL RETURNS MUST BE PROCESSED BY OUR CUSTOMER SUPPORT. CUSTOMERS SENDING THEIR PRODUCTS WITHOUT THE APPOPRIATE RETURN LABEL OR WITHOUT FOLLOWING INSTRUCTIONS PROVIDED BY CUSTOMER SUPPORT SHALL FORFEIT THEIR RIGHT TO A REFUND AND ANY RETURNED PRODUCT(S). Returns may be subject to fees.
Customers returning eligible Products must include the original invoice for the Product with the returned merchandise. Reseller shall accept only unopened Products in new condition for return.
To being a return request, the Customer must first notify customer support that the Customer wishes to exercise his/her right of withdrawal by emailing customer support and specifying 'WITHDRAWAL OF ORDER' as the reason. The support team will give you the return procedure to follow and the address which you need to return your Product to.
In order to return a Product, the Customer must follow the return procedure provided by the customer support team. If Customer returns the Product after the withdrawal period, or if Customer fails to follow the return procedure in the Terms and Conditions of Sale or as provided by customer support, Reseller may refuse the Customer's package and return the package to Customer.
Customers that successfully exercise a right to return their eligible purchase shall receive reimbursement for the purchase’s original and paid amount only.
NOTE: IF THE MERCHANDISE IS A CD, DVD, BLU-RAY, OR SOFTWARE/VIDEO GAME, AND YOU HAVE BROKEN THE SEAL, YOU ARE NO LONGER ENTITLED TO THIS RIGHT TO RETURN.
The Reseller does not take title to returned items until the items arrive at the returns destination.
Reseller may issue refund to Customer without requiring Customer to return the Product at Reseller’s sole discretion. In this situation, the Reseller shall not take title to the refunded Product.
Customers may contact the Reseller’s customer support team at the addresses displayed on the Website.
Reseller does not cover shipping expenses for returns.
Wrong or Faulty Product
If an order is wrong or a Product is faulty, the Customer must notify the customer support team within seventy two (72) hours of delivery of the Product with the subject-line: FAULTY PRODUCT. The Customer must also explain to customer support what is wrong with the Product and provide to customer support any other information or documents as reasonably requested. The Customer must follow the returns procedure provided by the customer support team to return his/her faulty Product.
Upon return, the faulty Product will be received by the Merchant or the logistics service provider and may tested by experts. All returns on the grounds of a fault will be submitted for verification.
If Reseller confirms the fault, the Customer may request either an exchange or a refund. Product exchange will only be possible if Reseller has the Product in available stock. If the Product is not available in stock, Reseller will issue Customer a refund. If Reseller verifies that the Product is faulty, Reseller shall (i) reimburse the Customer for the cost (up to fifteen United States dollars ($15.00 USD)) to ship the faulty Product to Reseller and (ii) in the case of an exchange, Reseller shall be responsible for the cost of redelivery.
Reseller does not cover shipping or customs expenses for international returns (i.e., any returns from outside the continental United States of America, Hawaii, and Alaska). The Customer will be responsible for all shipping and customs expenses and procedures. Please contact our customer support for all returns from outside the continental United States of America, Hawaii, and Alaska.
The entire content of the Website (texts, illustrations and computer code) is the property of the Reseller, the Merchant or their co-contractors.
In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Reseller’s Service are trademarks or trade dress of the Reseller. The Reseller’s trademarks and trade dress may not be used in connection with any product or service that is not provided by the Reseller, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits the Reseller. All other trademarks not owned by the Reseller that appear in any Reseller’s Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Reseller.
Links to Third Party Websites
The entire content of the Website (texts, illustrations, and computer code) is the property of the Reseller, the Merchant, or their co-contractors or licensors.
In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Reseller’s service are trademarks or trade dress of the Reseller. The Reseller’s trademarks and trade dress may not be used in connection with any product or service that is not provided by the Reseller, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Reseller or Merchant.
All other trademarks not owned by the Reseller that appear in any Reseller’s Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Reseller.
Reseller shall not give any personal data or personally identifiable information you provide to any third party other than the Merchant and the Reseller’s service providers (such as payment and delivery services).
By placing an order via the Website, you commit that all information you have provided to Reseller is accurate and true information. Your personal data and personally identifiable information is indispensable for the dispatch of the merchandise and invoice. If you do not personal data/personally identifiable information, Reseller shall cancel your order. Your personal data/personally identifiable information shall be used to deliver ordered Products, to inform you of new offers from the Reseller and/or the Merchant, and to contact you should a problem arise concerning the order.
You agree that these Terms and Conditions of Sale do not intend to confer and do not confer any rights or remedies upon any person other than the parties to these Terms and Conditions of Sale other than as expressly stated herein.
You acknowledge that you connect to the Website and use its services at your own risk. The Reseller and Merchant holds no responsibility for any direct or indirect damages a user or a third party may suffer for any reason whatsoever by connecting to the Website, not having access or being able to log in to the Website, or that the Website is or is not working. The Reseller shall take sensible measures to ensure the availability of its services. However, since the transactions are made via the Internet, the Reseller cannot guarantee the quality of the networks outside of its offices. Technical interruptions are possible. The Reseller shall attempt to inform its Customers of the reasons for an interruption, to the best of its ability, but holds no responsibility in the event of a delay. The Sales Entities hold no responsibility in the event of any loss of your data provided. Customers must always keep a personal copy of files. The Sales Entities hold no responsibility for not honoring its contractual obligations in the event of chance occurrence, unavoidable accident, an Act of God, or a force majeure event as defined by the laws and precedents of the applicable jurisdiction.
Nor in any event will the Sales Entities be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, or any other damages, arising out of or in any way connected with the Store, the software, and any information available in connection therewith, or inability to use the Store, software, subscriptions, or any information, even in the event of the Sales Entities’ fault, tort (including negligence), strict liability, breach of contract, or breach of the Reseller’s or Merchant’s warranty and even if the Sales Entities have been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate recompense.
Nothing in these Terms and Conditions of Sale limits or excludes our responsibility for fraudulent representations made by us or for death or personal injury caused by our negligence or willful misconduct.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE SALES ENTITIES’ LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, the Sales Entities hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to the Website and Products. THE SALES ENTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to you.
You agree to defend, indemnify, and hold harmless the Sales Entities and their licensors, from all liabilities, claims, and expenses, including attorneys’ fees, that arise from or in connection with a breach of these Terms and Conditions of Sale or in connection with the Store (including use of the store by you or any person(s) using your Account), the Products, or an Account. The Sales Entities have the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you on their behalf.
This section regarding responsibilities shall survive termination of these Terms and Conditions of Sale.
If you provide the Reseller or the Merchant with any feedback or suggestions about the Store, or any Reseller’s software, products, or services, the Sales Entities are free to use the feedback or suggestions however they choose, without any obligation to account to you or to keep the feedback or suggestions confidential.
The Sales Entities will not be responsible for (i) losses that were not caused by any breach on Reseller’s or Merchant’s part, or (ii) any indirect or consequential losses, whether or not foreseeable to both you or us, when the contract for the sale of products by us to you was formed.
The Reseller may inform you through an online notice in the case of systems maintenance. The Sales Entities shall not be responsible for any resulting delays or consequences of such maintenance.
All photographs used to illustrate the Products and services are illustrative only. These photographs are non-contractual, they do not form any part of any contract between you and Reseller, and they cannot bind the Reseller in any way.
Unless expressly indicated otherwise, the Reseller is not the manufacturer of the products sold on the Site. While we work to ensure that Product information on our Website is correct, actual Product packaging and materials may contain more and different information to that displayed on our Website. All information about the Products on our Website is provided for informational purposes only. We recommend that you do not rely solely on the information presented on our Website. Please always read labels, warnings, and directions provided with the Product before use.
Customers’ public statements
Reseller may permit visitors to the Website to post reviews, comments, or other content; send e-cards or other communications; and submit suggestions, ideas, comments, questions or other information via the Website. You shall not post, send, or submit any content that is illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam". You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead anyone as to the origin of a card or other content. Reseller reserves the right to remove or edit any posted, sent, or submitted content.
If you post, send, or submit content, unless we indicate otherwise in writing, you grant: (a) the Sales Entities a perpetual, non-exclusive, royalty-free, and fully sublicensable and transferable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media; and (b) the Sales Entities, and their sublicensees and transferees, the right to use, reproduce, modify, publish, distribute, and display the name that you submit in connection with such content. No moral rights are assigned under this provision.
The rights you grant above are irrevocable. To the extent permitted by law, you agree to waive your right to be identified as the author of such content and your right to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to the Reseller or Merchant, including the execution of deeds and documents, at our request.
You represent and warrant that you own or otherwise control all of the rights to the content that you post; that, as at the date that the content or material is posted: (i) the content and material is true and accurate; and (ii) use of the content and material you supply does not breach any applicable policies or guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory). You agree to indemnify the Sales Entities for all claims brought by a third party against any of them, or any damages, arising out of or in connection with the content and material you supply.
If you believe that any content on or advertised for sale on any Reseller’s Service, including the Website, contains a defamatory statement, or that your intellectual property rights or other rights are being infringed by an item or information on any Reseller’s Service, please notify our customer support.
Applicable Law - Competent Jurisdiction
You agree that these Terms and Conditions of Sale shall be deemed to have been made and executed in the State of California, and any dispute arising hereunder (including any dispute between you and the Merchant) shall be resolved in accordance with the law of California, notwithstanding California’s conflict of laws principles. Subject to Dispute Resolution by Arbitration below, you agree that any claim asserted in any legal proceeding by you against the Reseller shall be commenced and maintained exclusively in the federal or state courts of Los Angeles County, California, and you hereby consent to the exclusive jurisdiction of such courts. In any dispute arising under these Terms and Conditions of Sale, the prevailing party will be entitled to attorneys’ fees and expenses.
Dispute Resolution by Arbitration
Most user concerns can be resolved by use of our customer support. Customers must contact customer support before bringing any legal claims or arbitration demands against any Sales Entity. If we are unable to resolve your concerns and a dispute remains between you and us, this section explains how the parties agree to resolve it.
YOU AND THE RESELLER AGREE TO RESOLVE ALL DISPUTES AND CLAIMS BETWEEN US (AND BETWEEN YOU AND MERCHANT OR MERCHANT’S AFFILIATES), IN INDIVIDUAL BINDING ARBITRATION. THAT INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIMS ARISING OUT OF OR RELATING TO: (i) ANY ASPECT OF THE RELATIONSHIP BETWEEN US; (ii) THIS AGREEMENT; OR (iii) YOUR USE OF THE STORE, YOUR ACCOUNT, OR THE RESELLER SOFTWARE. IT APPLIES REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT, STATUTE, FRAUD, UNFAIR COMPETITION, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY.
However, this Section does not apply to the following types of claims or disputes, which you or the Reseller may bring in any court with jurisdiction: (i) claims of infringement or other misuse of intellectual property rights, including such claims seeking injunctive relief; and (ii) claims related to or arising from any alleged unauthorized use, piracy, or theft.
This Section does not prevent you from bringing your dispute to the attention of any federal, state, or local government agencies that can, if the law allows, seek relief from us for you.
Arbitration is a proceeding before a neutral arbitrator, instead of before a judge or jury. Arbitration is less formal than a lawsuit in court, and provides more limited discovery. It follows different rules than court proceedings, and is subject to very limited review by courts. The arbitrator will issue a written decision and provide a statement of reasons if requested by either party. YOU UNDERSTAND THAT YOU AND THE RESELLER ARE GIVING UP THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BEFORE A JUDGE OR JURY.
You and the Reseller agree to make reasonable efforts, in good faith, to informally resolve any dispute before initiating arbitration. A party who intends to seek arbitration must first send the other a written notice that describes the nature and basis of the claim or dispute and sets forth the relief sought. If you and the Reseller do not reach an agreement to resolve that claim or dispute within 30 days after the notice is received, you or the Reseller may commence arbitration. Written notice to the Reseller must be sent via postal mail.
The Federal Arbitration Act applies to this Section. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where applicable, the AAA’s Supplementary Procedures for Consumer Related Disputes, as modified by this Agreement, both of which are available at http://www.adr.org. The arbitrator is bound by the terms of this Agreement.
The AAA will administer the arbitration. It may be conducted through the submission of documents, by phone, or in person in the county where you live or at another mutually agreed location.
YOU (INCLUDING FOR CLAIMS AGAINST ANY SALES ENTITIES) AND THE RESELLER AGREE NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR COLLECTIVE ARBITRATION, EVEN IF AAA’s PROCEDURES OR RULES WOULD OTHERWISE ALLOW ONE. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT OF THAT PARTY’S INDIVIDUAL CLAIM. You (including for claims against any Sales Entity) and the Reseller also agree not to seek to combine any action or arbitration with any other action or arbitration without the consent of all parties to this Agreement (and the Sales Entity, if applicable) and all other actions or arbitrations.
If the agreement in this section not to bring or participate in a class or representative action, private attorney general action or collective arbitration should be found illegal or unenforceable, you and the Reseller agree that it shall not be severable, that this entire section shall be unenforceable and any claim or dispute would be resolved in court and not in collective arbitration.
Notwithstanding this Section, you have the right to litigate any dispute against Reseller in small claims court, if all the requirements of the small claims court, including any limitations on jurisdiction and the amount at issue in the dispute, are satisfied.
These terms shall apply to the maximum extent permitted by applicable law. If the laws of your jurisdiction prohibit the application of some or all of the provisions, of this section alone, such provisions will not apply to you.
If you believe that your rights are being infringed, please contact us. We respond expeditiously to rights owners and their agents to communicate concerns about any alleged infringement.
Upon receipt of your infringement notice we may take certain actions, including removing information or an item, all of which are taken without any admission as to liability and without prejudice to any rights, remedies or defenses, for all of which we hold an unmitigated discretion to execute.
Furthermore, by submitting an infringement notice, you grant the Sales Entities the right to use, reproduce, modify, adapt, publish, translate, create derivative works from, and display its content throughout the world in any media. This includes forwarding your infringement notice to the parties involved in the provision of the allegedly infringing content. You agree to indemnify the Sales Entities for all claims brought by a third party against the Sales Entities arising out of or in connection with the submission of your infringement notice.
You agree to comply with all applicable import/export laws and regulations. You agree not to export the Product or allow use of your Account by individuals of situated in a country subject to an embargo or prohibition of any form from the US government, the European Union, or NATO. You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country.
When ordering products from the Reseller for delivery outside of the United States of America you may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for customs clearance must be borne by you; we have no control over these charges. Customs policies vary widely from country to country, so you should contact your local customs office for further information. Additionally, please note that, you are considered the importer of record and must comply with all laws and regulations of the country in which you are receiving the products. Your privacy is important to us and we would like our international customers to be aware that cross-border deliveries are subject to opening and inspection by customs authorities.
Merchant, Merchant’s affiliates, and their respective officers, directors, employees, contractors, and agents are third-party beneficiaries of this Agreement for the purpose of enforcing any indemnification or other obligations under this Agreement.
Notwithstanding anything to the contrary in these Terms and Conditions of Sale, Merchant and Reseller reserve the right, without any limitation, to involve and cooperate with law enforcement authorities in investigating any matters at any time without additional notice to you.
If you breach these Terms and Conditions of Sale and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms and Conditions of Sale.
Except as otherwise expressly stipulated in these Terms and Conditions of Sale, in the event that any provision of these Terms and Conditions of Sale shall be held by a court or other tribunal of competent jurisdiction to be invalid, void, or unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.