Virbac Corporation E-Commerce Terms of Sale
Effective: March 10, 2022
These terms (the “Terms”) set out the basis upon which Virbac Corporation (“Seller”) sells goods and products (collectively, “Products”) through our Website ivet.com (the “Site”).
In these Terms, the terms “we”, “us”, “our” and “Seller” refer to Virbac Corporation, our affiliates, subsidiaries, assigns, successors, licensors, licensees, and/or agents, and “you” refers to you.
Purchase of Products
- General Requirements. In order to buy Products through our Site you must be at least 18 years of age and have accepted our Terms and other applicable terms. We only sell through this Site to consumers in the United States of America. The term “consumers” includes veterinary personnel and shelter staffs where applicable. Sales from the Site are for consumer purchase and not intended for commercial resale or other business purposes and we may cancel orders or limit volumes of products sold to each buyer accordingly.
- Order Acceptance. The receipt of an order number or an email order confirmation does not constitute the acceptance of an order or confirmation of an agreement to sell. Our acceptance of the order takes place when the Products are shipped to you. We reserve the right, without prior notification, to limit the order quantity on any item and/or to refuse service to any customer. Verification of information may be required prior to the acceptance of an order. Prices and availability of Products are subject to change without notice. Errors will be corrected when discovered and we reserve the right to revoke any stated offer and to correct any error, inaccuracy, or omission (including after an order has been submitted). Certain orders constitute improper use of the Site. We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. If we do not accept your order for any reason, we will send a message to your e-mail address. Your order will be cancelled, any payment refunded and there will be no contract between you and us.
- Risk of Loss and Shipping and Delivery. All items purchased from Seller are made pursuant to a shipment contract with a shipping carrier. This means that the risk of loss and title for such items pass to you upon delivery of the Products to the carrier. Products will be shipped to the address designated by you, if applicable, so long as such address is complete and complies with any shipping restrictions contained on the Site. The time and location of delivery of the Products to you is at the discretion of the carrier.
- Product Descriptions. Seller attempts to be as accurate as possible. However, we do not warrant that Product descriptions, depictions, colors, dimensions, ingredient lists or other content on the Site are accurate, complete, reliable, current or error-free. If a Product offered is not as described, your sole remedy is to return the Product. Contact us via the methods identified below for return information.
- Pricing. All prices are shown in United States Dollars, exclusive of sales tax. Our shipping, handling and processing charges are payable in addition as also shown on the Site. The total price specified in the final check out screen includes applicable taxes, shipping and handling, and processing charges, if any. We cannot confirm the price of an item until you submit an order. Despite our diligent efforts, it is possible that Products in our catalog may be mispriced. If the correct price of a Product is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel our order and notify you of such cancellation. By confirming your purchase at the end of the checkout process, you agree to accept and pay for the Products as well as all shipping and handling charges and applicable taxes. We will collect and remit sales tax as required by law.
- Out-of-Stock Items. Although we make reasonable attempts to have items in stock, occasionally items may be temporarily out of stock. If any item in your order is out of stock and we are unable to ship it to you within our normal order processing timelines, we will notify you of the delay and your options to cancel the order and receive a refund, if those options are available, by following the directions specified in the notice.
- Payment. To purchase a Product, you will be required to provide information regarding your credit card or other payment instrument (“Payment Method”). You represent and warrant that such information is true and that you are authorized to use the Payment Method. You hereby authorize us through our third-party payment processor to bill your Payment Method in accordance with the Product you are purchasing. If any bank or other financial institution refuses to honor any payment of yours, we may charge you a fee up to the maximum amount permitted under applicable law. By providing a Payment Method, you may authorize us to keep such Payment Method on file and charge you the fees, charges, or other amounts related to your Order.
- Complete and Accurate Information. You represent and warrant that you will provide all details in connection with your order accurately and honestly. If you do not do so we may be unable to accept your order or be delayed in delivering your Products. We are not responsible for any shipping or fulfillment errors that result from your failure to provide accurate information. You may have legal liability to us, and we may contact law enforcement or other appropriate third party agencies, if you act fraudulently or dishonestly.
- Packaging; Instructions. Please note that any images on our Site are for general illustration purposes only and may vary from the actual Products. All features, content, specifications, sizes, and prices of products and services described or depicted on the Site are subject to change at any time without notice. Packaging may vary from that shown. In addition to online details do please read the labels and other instructions provided with the Products carefully before use.
- We will deliver you Products to the address you give us for delivery at the time you make your order. We will always try to deliver your Products within our estimated delivery times, if any, but actual delivery times are outside of our control. Any dates we give you for delivery are approximate only. Please treat them as such. We are not responsible for any loss or disappointment caused by delays.
- We normally deliver all items in a multiple Product order together, but we may split your order into separate deliveries or combine orders to be delivered to the same address if that allows us to deal with your order more efficiently and effectively. If we dispatch your Products separately, we may send you a confirmation.
- Your order will be shipped after your payment has been approved and all other necessary verifications have been completed. Orders are typically shipped on the business day following completion of credit approval and all other verifications.
- If, after failed delivery of the Products to your specified delivery address, you and we are unable to rearrange delivery (or arrange for you to collect the Products from another location), after we have made reasonable efforts to do so, then we may cancel your order, with any payment refunded, and we shall be entitled to reclaim the Products.
- Without prejudice to your rights under Cancellation below, if your cleared payment is not received (or is reversed) but you have received the Products, you must pay for them or return them in accordance with our reasonable instructions, without damage and at your own expense. If you do not do this, we may collect or arrange for collection and we may charge you for costs and damage.
- The delivery deadline for the Products is not an essential term of these Terms.
- In most cases orders will only be shipped to valid United States mailing addresses within the 48 continental states and the District of Columbia, so we do not accept orders from anywhere else. Orders cannot be shipped to P.O. boxes. Some products may not be available in some locations.
- Cancellation and Returns.
- Except for customized orders, you may cancel any order free of charge and without giving us any reason, provided it can be canceled before being shipped. If you wish to cancel your order, please contact us as provided in the section titled How to Contact Us below. Our customer service agents will request a cancellation of your order at our warehouse. If successful, they will send you an email and the cancellation will be free of charge. If cancellation is not possible, the good(s) will be delivered to you and may be returned in accordance with the procedure set out below.
- Customized orders cannot be cancelled because we start customizing products after receiving the order. You are however entitled to return your order in accordance with the return procedures and conditions below.
- Under these Terms, you are only entitled to return Products delivered to you in the event that they are defective or otherwise not in conformity with your order when you received them. This does not affect your statutory rights to return the Products, if any.
- If we verify that an item you received was defective or otherwise not in conformity with your order when you received it, you will either receive a refund, a replacement item, or a credit.
- Warranty and Liability.
- THE PRODUCTS MADE AVAILABLE TO YOU ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE PRODUCTS MADE AVAILABLE TO YOU THROUGH THE WEBSITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PRODUCTS ON THIS SITE IS AT YOUR SOLE RISK.
- TO THE FULL EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- We do not, however, limit or exclude warranties in relation to our sales of Products through our Site where, or to the extent, such limitation or exclusion is prohibited by law or conflicts with any warranty or guaranty expressly given to consumers in writing on the packaging of an item.
Use of Our Site
- Usage Rights.
- Grant of License. On the condition that you comply with all of your obligations under these Terms, and subject to any additional terms set forth in any third-party licenses applicable to our Site, we hereby grant to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use our Site solely for your own, non-commercial personal purposes. We reserve all rights not otherwise expressly granted by this Agreement. If you do not comply with this Agreement, we reserve the right to revoke any license granted in this Agreement and limit your access to our Site. Any use of our Site that exceeds the rights expressly granted in this Agreement is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use our Site. Any third-party software included in our Site is licensed subject to the additional terms of the applicable third-party license.
- Modification. We may discontinue or alter any aspect of our Site, restrict the time our Site is available, and restrict the amount of use permitted at our sole discretion and without prior notice or liability to you. We may also install bug fixes, updates, patches, and other upgrades to our Site without prior notice or liability to you. Your only remedy is to discontinue using our Site if you do not want a modification we make to our Site.
- Removal of Access. Your access to our Site is provided on a temporary basis with no guarantee of future availability or continued right to access. You agree that we may immediately suspend or terminate your access to our Site or any part thereof. Cause for such measures include, without limitation: (1) breach or violation of this or other incorporated agreements or guidelines; (2) discontinuance or material modification to our Site; (3) unexpected technical or security issues or problems; (4) extended periods of inactivity; or (5) your engagement in fraudulent or illegal activities. You further agree that such measures may be taken in our sole discretion and without liability to you or any third party.
- Defects and Availability. We use commercially reasonable efforts to maintain our Site, but we are not responsible for any defects or failures associated with our Site, any part thereof, or any damages (such as lost profits or any other consequential or indirect damages) that may result from any such defects or failures. Our Site may be inaccessible or inoperable for any reason, including, without limitation: (1) equipment malfunctions; (2) periodic maintenance procedures or repairs which we may undertake from time to time; or (3) causes beyond our reasonable control or which we could not reasonably foresee. You understand that our Site is provided over the Internet, so the quality and availability of our Site may be affected by factors outside of our control. Our Site is not intended to be available 100% of the time and we do not make any representations, warranties, or guarantees regarding the reliability or availability of our Site. We do not represent, warrant, or guarantee that our Site will always be available or are completely free of human or technological errors. We will not be liable to you or any third party for damages or losses related to our Site being unavailable.
- Restrictions. You may not: (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Site in any way; (2) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which our Site is based; (3) use our Site or our Materials to develop a competing service or product; (4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of our Site, servers, or networks connected to our Site or take any other action that interferes with any other person’s use of our Site; (5) decrypt, transfer, create Internet links to our Site, or “frame” or “mirror” our Site on any other server or wireless or Internet-based device; (6) use or merge our Site or any component thereof with other software, databases, or services not provided or approved by us; (7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to our Site; (8) use our Site for unlawful purposes; (9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with our Site; (10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on our Site for any reason; (11) access or attempt to access any other user’s account; (12) use any Seller Materials made available through our Site in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (13) introduce into our Site any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm our Site, or perform any such actions; (14) introduce into our Site any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (15) delete, modify, hack, or attempt to change or alter our Site, Seller Materials, or notices on our Site; (16) connect to or access any Seller computer system or network other than our Site; or (17) impersonate any other person or entity to use or gain access to our Site.
- Prosecution. We reserve the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.
- MATERIALS AND DATA ON OUR SITE
- Seller Materials. Our Site may include or provide access to information, software, photos, videos, text, graphics, music, sounds, and other material or information provided by us or third parties, and may allow you to access data, information, documents, works, methods, processes, assessments, surveys, or reports that are provided or used by Seller in connection with our Site, or otherwise comprise or relate to our Site (collectively, the “Seller Materials”) that are protected by intellectual property laws. You are not acquiring any rights in or to the Seller Materials other than a non-exclusive right to access and use the Seller Materials solely in accordance with the terms of this Agreement and solely in connection with your use of our Site. You understand and agree that Seller’s rights in any Seller Materials are valid and protected in all forms, media, and technologies existing now or developed in the future. You may not obscure or remove any proprietary rights notices contained in or on the Seller Materials.
- User Content License. Our Site includes features that allow you to upload, submit, store, or send data, information or content through our Site (collectively, “User Content”). By submitting User Content to our Site, you grant Seller, subject to the terms of this Agreement and our Notice of Privacy Practices, a transferable, nonexclusive, worldwide, perpetual, irrevocable, royalty-free right and license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sublicense through multiple tiers, dispose of, assign, create derivative works of, and compilations incorporating User Content for the purposes of: (i) providing services to you and (ii) carrying out other lawful business purposes. We reserve the right to remove User Content from our Site at any time and for any reason without notification to you. YOU AGREE THAT YOU WILL EVALUATE AND BEAR ALL RISK RELATED TO THE USE OF, OR ANY ACTIVITIES ASSOCIATED WITH, USER CONTENT THAT YOU POST OR PROVIDE THROUGH OUR SITE. THE RESULTS OF ANY ACTIONS YOU TAKE BASED ON USER CONTENT, SELLER MATERIALS, OR OTHER CONTENT YOU FIND ON OUR SITE ARE SOLELY YOUR RESPONSIBILITY. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE IN ANY WAY FOR USER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF ANY USER CONTENT PROCESSED THROUGH OUR SITE.
- User Content Restrictions. You may not upload, post, or transmit any User Content that: (1) would violate or infringe the proprietary, privacy, publicity, or intellectual property rights of Seller or any third party; (2) is obscene, defamatory, threatening, harassing, abusive, libelous, hateful, or harmful to any other person or entity; (3) violates any applicable law, statute, ordinance, or regulation; (4) puts in jeopardy the security of your account, Seller or our Site; or (5) promotes or displays any of the following content: (a) pornography; (b) violence; (c) racial intolerance or advocacy against any individual, group, or organization; (d) profanity; or (e) illicit drugs and drug paraphernalia. We reserve the right, but have no obligation, to pre-screen, review, flag, filter, modify, refuse, and remove any and all User Content from the Site. You understand and expressly acknowledge that by using our Site you may be exposed to content that you find offensive, indecent, or objectionable and that we will not be liable to you or any other person or entity for your consumption of any content on our Site.
- Feedback. We welcome your comments, feedback, information, or materials regarding our Site or any of our other products or services (collectively, “Feedback”). Your Feedback will become our property upon your submission to us. By submitting your Feedback to us, you agree to assign, and hereby irrevocably assign to us, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. We will be free to use, copy, distribute, publish and modify your Feedback on an unrestricted basis, without compensation to you. Moreover, you hereby assign or waive, as the case may be, any moral rights that you may have in or to the Feedback.
- Ownership of Intellectual Property. Seller or its licensors exclusively own all right, title and interest in and to our Site, the Seller Materials, and Feedback, including but not limited to, all ideas, inventions, inferences, discoveries, source and object software code, developments, derivative works, enhancements, upgrades, fixes and patches, formats and processes, and all images, trademarks, service marks, logos and icons displayed or related therein or thereto (collectively, “Seller IP”). Except as expressly provided herein, you have no right, license, or authorization with respect to any of the Seller IP. You shall not assert any claims to the contrary or otherwise do anything inconsistent with the allocation of ownership herein, including, but not limited to, challenging the validity of the authorizations or any intellectual property rights granted herein. In the event you are ever deemed to be the owner of any of the Seller IP, you shall immediately take all necessary steps to evidence, transfer, perfect, vest, or confirm Seller’s right, title and interest in the Seller IP. Seller is not transferring or granting to you any right, title, or interest in or to (or granting you any license or other permissions in or to) any Seller IP. The sole exception of the foregoing reservation of rights are the limited rights granted to you to use our Site, and which shall automatically terminate upon expiration or termination of this Agreement. Any unauthorized use of any Seller IP, whether owned by us or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes. Trademarks owned by third parties are the property of those respective third parties.
3. Electronic Communications. When you use our Site, or send e-mails, text messages, use video calling and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this Site, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Where required by applicable law, we will seek express prior written consent for marketing text messages or calls to you.
4. Accounts. In order to use certain features of the Site and make purchases on the Site, you must register for an account with us (“Account”) and provide certain information about yourself as prompted by the Site registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information and update it as necessary; and (c) your use of the Site does not violate any applicable law or regulation or these Terms.
You are responsible for maintaining the confidentiality of your Account login information. You are fully responsible for all activities that are associated with your Account (including but not limited to any purchases, posting reviews or other use of the Site). You agree to keep your username and password information confidential and not share it with anyone. You agree to immediately notify Seller of any unauthorized use or suspected unauthorized use of your Account or any other actual or potential breach of security.
Our Site may allow you to store your login credentials in your web browser so that you can be automatically logged in each time you access our Site. If someone else has access to your computer or web browser, the automatic login feature will allow that person to have access to your account. You are responsible for any damages to Seller or our Site resulting from unauthorized access to our Site from your account and we will have no liability to you or any third party for damages or loss related to such unauthorized access or use.
5. Mobile Devices. Your contract with your mobile network provider (“Mobile Provider”) will continue to apply when accessing or using our Site on your mobile, handheld device (“Mobile Device”). You understand that your Mobile Provider may charge you fees for your use of its network connection services while accessing or using our Site, for data downloading, e-mail, text messages, for roaming, and other Mobile Provider or third party charges. YOU ACCEPT RESPONSIBILITY FOR ALL MOBILE PROVIDER FEES.
- Feedback Representations. In the event you provide any Feedback via our Site, you hereby make the following additional representations and warranties to us: (1) you are owner of such Feedback or otherwise have the right to grant us the licenses or assignments granted pursuant to this Agreement; (2) you have secured any and all consents necessary to provide the Feedback and to grant the foregoing licenses or assignments; (3) the Feedback does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such Feedback does not contain any personally identifiable information about third parties in violation of such parties’ rights; (4) the use of any Feedback will not result in harm or personal injury to any third party; and (5) all factual information contained in the Feedback is true and accurate.
7. DISCLAIMERS OF WARRANTY
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT.
- WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT OUR SITE (INCLUDING THE SELLER MATERIALS) WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION OR CONTENT FOUND ON OUR SITE WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF OUR SITE WILL BE CORRECTED, THAT OUR SITE AND ANY CONTENT OR INFORMATION FOUND ON OUR SERVICE WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, CONTENT, OR OTHER MATERIALS OBTAINED THROUGH OUR SITE WILL MEET YOUR EXPECTATIONS. SELLER WILL HAVE NO LIABILITY REGARDING ANY LOSS OF DATA.
- ANY CONTENT OR OTHER MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH OUR SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability.
- TO THE FULL EXTENT PERMISSIBLE BY LAW, WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT OF WHICH DAMAGES ARE CLAIMED, ARISING FROM OR RELATED TO THE PURCHASE OR USE OF ANY PRODUCTS MADE AVAILABLE TO YOU THROUGH THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
- We shall not in any event be liable to you or anyone else in relation to our sales of Products through our Site for business-related loss, damage or costs such as lost data, lost profits or business interruption.
- We shall have no liability for loss, damage or costs in relation to our sales of Products through our Site attributed to: (a) your own fault or mistake; (b) a third party unconnected with our own performance; or (c) any other events which are outside our or our suppliers’ control even if we or they have taken reasonable care.
- Indemnity. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SELLER, OUR AFFILIATES, AND ALL OF THEIR OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM AND AGAINST ANY AND ALL FIRST-PARTY AND THIRD-PARTY CLAIMS, LIABILITIES, DAMAGES, LOSSES, DEMANDS, OR EXPENSES, INCLUDING ATTORNEY’S FEES AND COSTS AND EXPENSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (A) YOUR USE OF OUR SITE, (B) YOUR PURCHASE OF OUR PRODUCTS, (C) YOUR VIOLATION OF THIS AGREEMENT, (D) ANY USER CONTENT YOU PROVIDE THROUGH OUR SITE, (E) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY, AND (F) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT.
- DISPUTE RESOLUTION AND GOVERNING LAW, JURISDICTION
- This Agreement will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Texas, without reference to its conflicts or choice of law principles. Any arbitration or court proceeding will take place in Tarrant County, Texas, and you hereby consent to the exclusive jurisdiction and venue of the state or Federal courts in Tarrant County, Texas. You irrevocably submit and consent to the personal jurisdiction of such courts.
- Term. This Agreement is effective upon your acceptance and will continue in full force until terminated by you or us. You may terminate this Agreement at any time by immediately discontinuing all access to our Site. Termination or cancellation of this Agreement will not affect any right or relief to which we may be entitled at law or in equity. We reserve the right to terminate this Agreement at any time and for any reason without prior notice to you. Further, you agree that we will not be liable to you or any third-party for any termination or suspension of your access to our Site or any part thereof.
- Independent Contractors. You understand and expressly agree that you and Seller are independent contractors and not agents or employees of the other party. Neither you nor Seller has any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
- Equitable Relief. You agree that breach of the provisions of this Agreement would cause irreparable harm and significant injury to us which would be both difficult to ascertain and which would not be compensable by damages alone. As such, you agree that we have the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies we may have for your breach of this Agreement.
- DMCA Notice. Seller values and respects the intellectual property rights of others and requires that users of our Site do the same. Those using our Site cannot infringe upon or violate the intellectual property rights of another person or entity. In accordance with the Digital Millennium Copyright Act (see 17 U.S.C. §512(c)(3) for additional details), we will respond to and address any allegations of copyright infringement occurring as part of our Site. If you feel your intellectual property rights have been infringed upon, please contact Seller at https://Seller.com/contact-us/ with the following information: (1) a physical or electronic signature of the person permitted to act on behalf of the copyright owner; (2) the specific copyrighted information or a description of the copyrighted information; (3) a description of where the alleged copyright infringement has occurred as part of our Site; (4) contact information such as name, address, email address, phone number, or other means by which Seller can contact you; (5) a statement articulating you have a good faith belief that the use of materials on our Site is not authorized by the owner of the copyrighted material, its agent, or the law; and (6) a statement by you that the information you present is, under perjury of law, accurate and that you are permitted to act on behalf of the individual alleging the copyright infringement.
- Entire Agreement. This Agreement and any hyperlinked policies and procedures constitute the entire agreement between you and Seller with respect to the subject matter hereof and supersede all prior agreements, both oral and written, with respect to the subject matter hereof. We may revise and update this Agreement from time to time, and will post the updated Agreement to our Site. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes, any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Your continued use of our Site will constitute your agreement to any new provisions within the revised Agreement.
- Waiver; Severability. Our failure to enforce any provision of this Agreement will not be deemed to be a waiver of our right to enforce them. If any term or provision of this Agreement will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of this Agreement will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of this Agreement.
- Assignment. You may not assign, transfer, or sell (voluntarily or by operation of law) your rights or obligations under this Agreement, nor delegate your duties hereunder to any other person, without our prior written consent. Any purported assignment without our consent will be void and will constitute a breach of this Agreement. We may assign this Agreement or delegate or subcontract our obligations under this Agreement at any time.
- Survival. The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.
- Contact Information. If anything is unclear to you or you wish to discuss these Terms or anything you buy through our Site, please contact us at: [email protected]