TERMS OF USE
1. AGREEMENT TO TERMS
These
Terms of Use constitute a legally binding agreement made between you,
whether personally or on behalf of an entity (“you”) and Hipeq, doing business as Ropeflex ("Ropeflex", “we”, “us”, or “our”), concerning your access to and use of the http://www.ropeflex.com
website as well as any other media form, media channel, mobile website
or mobile application related, linked, or otherwise connected thereto
(collectively, the “Site”). We are registered in California, United States
and have our registered office at 100 Glenn Way, Unit 5, San Carlos
, CA 94070
.
You agree that by accessing the Site, you have read, understood, and
agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE
WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM
USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental
terms and conditions or documents that may be posted on the Site from
time to time are hereby expressly incorporated herein by reference. We
reserve the right, in our sole discretion, to make changes or
modifications to these Terms of Use from time to time.
We will alert you about any changes by updating the “Last updated” date
of these Terms of Use, and you waive any right to receive specific
notice of each such change. Please ensure that you check the applicable
Terms every time you use our Site so that you understand which Terms
apply. You will be subject to, and will be deemed to have been made
aware of and to have accepted, the changes in any revised Terms of Use
by your continued use of the Site after the date such revised Terms of
Use are posted.
The
information provided on the Site is not intended for distribution to or
use by any person or entity in any jurisdiction or country where such
distribution or use would be contrary to law or regulation or which
would subject us to any registration requirement within such
jurisdiction or country. Accordingly, those persons who choose to access
the Site from other locations do so on their own initiative and are
solely responsible for compliance with local laws, if and to the extent
local laws are applicable.
The Site
is not tailored to comply with industry-specific regulations (Health
Insurance Portability and Accountability Act (HIPAA), Federal
Information Security Management Act (FISMA), etc.), so if your
interactions would be subjected to such laws, you may not use this Site.
You may not use the Site in a way that would violate the
Gramm-Leach-Bliley Act (GLBA).
The
Site is intended for users who are at least 18 years old. Persons under the age
of 18 are not permitted to use or register for the Site.
Unless otherwise
indicated, the Site is our proprietary property and all source code, databases,
functionality, software, website designs, audio, video, text, photographs, and
graphics on the Site (collectively, the “Content”) and the trademarks, service
marks, and logos contained therein (the “Marks”) are owned or controlled by us or
licensed to us, and are protected by copyright and trademark laws and various
other intellectual property rights and unfair competition laws of the United
States, international copyright laws, and international conventions. The Content and the Marks are provided on the
Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms
of Use, no part of the Site and no Content or Marks may be copied, reproduced,
aggregated, republished, uploaded, posted, publicly displayed, encoded,
translated, transmitted, distributed, sold, licensed, or otherwise exploited
for any commercial purpose whatsoever, without our express prior written
permission.
Provided that you
are eligible to use the Site, you are granted a limited license to access and
use the Site and to download or print a copy of any portion of the Content to
which you have properly gained access solely for your personal, non-commercial
use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
By using the Site, you represent and warrant that:
(1) all registration information you submit
will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary;
(3) you have the legal capacity and you agree to comply with these Terms of Use;
(4) you are not a
minor in the jurisdiction in which you reside; (5) you will not access the Site
through automated or non-human means, whether through a bot, script or
otherwise; (6) you will not use the Site for any illegal or unauthorized
purpose; and (7) your use of the Site
will not violate any applicable law or regulation.
If
you provide any information that is untrue, inaccurate, not current, or
incomplete, we have the right to suspend or terminate your account and
refuse any and all current or future use of the Site (or any portion
thereof).
4. USER REGISTRATION
You
may be required to register with the Site. You agree to keep your
password confidential and will be responsible for all use of your
account and password. We reserve the right to remove, reclaim, or change
a username you select if we determine, in our sole discretion, that
such username is inappropriate, obscene, or otherwise objectionable.
We
make every effort to display as accurately as possible the colors,
features, specifications, and details of the products available on the
Site. However, we do not guarantee that the colors, features,
specifications, and details of the products will be accurate, complete,
reliable, current, or free of other errors, and your electronic display
may not accurately reflect the actual colors and details of the
products. All products are subject to availability,
and we cannot guarantee that items will be in stock. We reserve the right to
discontinue any products at any time for any reason. Prices for all products
are subject to change.
We accept the following forms of payment:
- Visa
- Mastercard
- American Express
- Discover
- PayPal
You agree
to provide current, complete, and accurate purchase and account
information for all purchases made via the Site. You further agree to
promptly update account and payment information, including email
address, payment method, and payment card expiration date, so that we
can complete your transactions and contact you as needed. Sales tax will
be added to the price of purchases as deemed required by us. We may
change prices at any time. All payments shall be in U.S. dollars.
You agree
to pay all charges at the prices then in effect for your purchases and
any applicable shipping fees, and you authorize us to charge your chosen
payment provider for any such amounts upon placing your order. We reserve the right to correct
any errors or mistakes in pricing, even if we have already requested or
received payment.
We reserve the
right to refuse any order placed through the Site. We may, in our sole discretion, limit or
cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed
by or under the same customer account, the same payment method, and/or orders
that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole
judgment, appear to be placed by dealers, resellers, or distributors.
7. RETURN/REFUNDS POLICY
All sales are final and no refund will be issued.
You
may not access or use the Site for any purpose other than that for
which we make the Site available. The Site may not be used in connection
with any commercial endeavors except those that are specifically
endorsed or approved by us.
As a user of the Site, you agree not to:
- Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
- Use any information obtained from the Site in order to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Use the Site in a manner inconsistent with any applicable laws or regulations.
- Engage in unauthorized framing of or linking to the Site.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to impersonate another user or person or use the username of another user.
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
- Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
- Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
- Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
- Use a buying agent or purchasing agent to make purchases on the Site.
- Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
- Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
- Use the Site to advertise or offer to sell goods and services.
9. USER GENERATED CONTRIBUTIONS
The
Site may invite you to chat, contribute to, or participate in blogs,
message boards, online forums, and other functionality, and may provide
you with the opportunity to create, submit, post, display, transmit,
perform, publish, distribute, or broadcast content and materials to us
or on the Site, including but not limited to text, writings, video,
audio, photographs, graphics, comments, suggestions, or personal
information or other material (collectively, "Contributions").
Contributions may be viewable by other users of the Site and the
Marketplace Offerings and through third-party websites. As such, any
Contributions you transmit may be treated as non-confidential and
non-proprietary. When you create or make available any Contributions,
you thereby represent and warrant that:
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
- You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
- Your Contributions are not false, inaccurate, or misleading.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any
use of the Site or the Marketplace Offerings in violation of the
foregoing violates these Terms of Use and may result in, among other
things, termination or suspension of your rights to use the Site and the
Marketplace Offerings.
10. CONTRIBUTION LICENSE
By posting your Contributions to any part of the Site,
you automatically grant, and you represent and warrant that you have
the right to grant, to us an unrestricted, unlimited, irrevocable,
perpetual, non-exclusive, transferable, royalty-free, fully-paid,
worldwide right, and license to host, use, copy, reproduce, disclose,
sell, resell, publish, broadcast, retitle, archive, store, cache,
publicly perform, publicly display, reformat, translate, transmit,
excerpt (in whole or in part), and distribute such Contributions
(including, without limitation, your image and voice) for any purpose,
commercial, advertising, or otherwise, and to prepare derivative works
of, or incorporate into other works, such Contributions, and grant and
authorize sublicenses of the foregoing. The use and distribution may
occur in any media formats and through any media channels.
This
license will apply to any form, media, or technology now known or
hereafter developed, and includes our use of your name, company name,
and franchise name, as applicable, and any of the trademarks, service
marks, trade names, logos, and personal and commercial images you
provide. You waive all moral rights in your Contributions, and you
warrant that moral rights have not otherwise been asserted in your
Contributions.
We
do not assert any ownership over your Contributions. You retain full
ownership of all of your Contributions and any intellectual property
rights or other proprietary rights associated with your Contributions.
We are not liable for any statements or representations in your
Contributions provided by you in any area on the Site. You are solely
responsible for your Contributions to the Site and you expressly agree
to exonerate us from any and all responsibility and to refrain from any
legal action against us regarding your Contributions.
We
have the right, in our sole and absolute discretion, (1) to edit,
redact, or otherwise change any Contributions; (2) to re-categorize any
Contributions to place them in more appropriate locations on the Site;
and (3) to pre-screen or delete any Contributions at any time and for
any reason, without notice. We have no obligation to monitor your
Contributions.
11.
GUIDELINES FOR REVIEWS
We
may provide you areas on the Site to leave reviews or ratings. When
posting a review, you must comply with the following criteria: (1) you
should have firsthand experience with the person/entity being reviewed;
(2) your reviews should not contain offensive profanity, or abusive,
racist, offensive, or hate language; (3) your reviews should not contain
discriminatory references based on religion, race, gender, national
origin, age, marital status, sexual orientation, or disability; (4) your
reviews should not contain references to illegal activity; (5) you
should not be affiliated with competitors if posting negative reviews;
(6) you should not make any conclusions as to the legality of conduct;
(7) you may not post any false or misleading statements; and (8) you may
not organize a campaign encouraging others to post reviews, whether
positive or negative.
We
may accept, reject, or remove reviews in our sole discretion. We have
absolutely no obligation to screen reviews or to delete reviews, even if
anyone considers reviews objectionable or inaccurate. Reviews are not
endorsed by us, and do not necessarily represent our opinions or the
views of any of our affiliates or partners. We do not assume liability
for any review or for any claims, liabilities, or losses resulting from
any review. By posting a review, you hereby grant to us a perpetual,
non-exclusive, worldwide, royalty-free, fully-paid, assignable, and
sublicensable right and license to reproduce, modify, translate,
transmit by any means, display, perform, and/or distribute all content
relating to review.
12.
MOBILE APPLICATION LICENSE
Use License
If
you access the Marketplace Offerings via a mobile application, then we
grant you a revocable, non-exclusive, non-transferable, limited right to
install and use the mobile application on wireless electronic devices
owned or controlled by you, and to access and use the mobile application
on such devices strictly in accordance with the terms and conditions of
this mobile application license contained in these Terms of Use. You
shall not: (1) except as permitted by applicable law, decompile, reverse
engineer, disassemble, attempt to derive the source code of, or decrypt
the application; (2) make any modification, adaptation, improvement,
enhancement, translation, or derivative work from the application; (3)
violate any applicable laws, rules, or regulations in connection with
your access or use of the application; (4) remove, alter, or obscure any
proprietary notice (including any notice of copyright or trademark)
posted by us or the licensors of the application; (5) use the
application for any revenue generating endeavor, commercial enterprise,
or other purpose for which it is not designed or intended; (6) make the
application available over a network or other environment permitting
access or use by multiple devices or users at the same time; (7) use the
application for creating a product, service, or software that is,
directly or indirectly, competitive with or in any way a substitute for
the application; (8) use the application to send automated queries to
any website or to send any unsolicited commercial e-mail; or (9) use any
proprietary information or any of our interfaces or our other
intellectual property in the design, development, manufacture,
licensing, or distribution of any applications, accessories, or devices
for use with the application.
Apple and Android Devices
The
following terms apply when you use a mobile application obtained from
either the Apple Store or Google Play (each an “App Distributor”) to
access the Marketplace Offerings: (1) the license granted to you for our
mobile application is limited to a non-transferable license to use the
application on a device that utilizes the Apple iOS or Android operating
systems, as applicable, and in accordance with the usage rules set
forth in the applicable App Distributor’s terms of service; (2) we are
responsible for providing any maintenance and support services with
respect to the mobile application as specified in the terms and
conditions of this mobile application license contained in these Terms
of Use or as otherwise required under applicable law, and you
acknowledge that each App Distributor has no obligation whatsoever to
furnish any maintenance and support services with respect to the mobile
application; (3) in the event of any failure of the mobile application
to conform to any applicable warranty, you may notify the applicable App
Distributor, and the App Distributor, in accordance with its terms and
policies, may refund the purchase price, if any, paid for the mobile
application, and to the maximum extent permitted by applicable law, the
App Distributor will have no other warranty obligation whatsoever with
respect to the mobile application; (4) you represent and warrant that
(i) you are not located in a country that is subject to a U.S.
government embargo, or that has been designated by the U.S. government
as a “terrorist supporting” country and (ii) you are not listed on any
U.S. government list of prohibited or restricted parties; (5) you must
comply with applicable third-party terms of agreement when using the
mobile application, e.g., if you have a VoIP application, then you must
not be in violation of their wireless data service agreement when using
the mobile application; and (6) you acknowledge and agree that the App
Distributors are third-party beneficiaries of the terms and conditions
in this mobile application license contained in these Terms of Use, and
that each App Distributor will have the right (and will be deemed to
have accepted the right) to enforce the terms and conditions in this
mobile application license contained in these Terms of Use against you
as a third-party beneficiary thereof.
13. SUBMISSIONS
You
acknowledge and agree that any questions, comments, suggestions, ideas,
feedback, or other information regarding the Site or the Marketplace
Offerings ("Submissions") provided by you to us are non-confidential and
shall become our sole property. We shall own exclusive rights,
including all intellectual property rights, and shall be entitled to the
unrestricted use and dissemination of these Submissions for any lawful
purpose, commercial or otherwise, without acknowledgment or compensation
to you. You hereby waive all moral rights to any such Submissions, and
you hereby warrant that any such Submissions are original with you or
that you have the right to submit such Submissions. You agree there
shall be no recourse against us for any alleged or actual infringement
or misappropriation of any proprietary right in your Submissions.
14.
THIRD-PARTY WEBSITES AND CONTENT
The Site may contain (or you may be sent via the Site or the Marketplace Offerings) links to other websites ("Third-Party
Websites") as well as articles, photographs, text, graphics, pictures,
designs, music, sound, video, information, applications, software, and
other content or items belonging to or originating from third parties
("Third-Party Content"). Such Third-Party Websites and Third-Party
Content are not investigated, monitored, or checked for accuracy,
appropriateness, or completeness by us, and we are not responsible for
any Third Party Websites accessed through the Site or any Third-Party
Content posted on, available through, or installed from the Site,
including the content, accuracy, offensiveness, opinions, reliability,
privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-PartyContent does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party
Content, you do so at your own risk, and you should be aware these
Terms of Use no longer govern. You should review the applicable terms
and policies, including privacy and data gathering practices, of any
website to which you navigate from the Site or relating to any
applications you use or install from the Site. Any purchases you make
through Third-Party Websites
will be through other websites and from other companies, and we take no
responsibility whatsoever in relation to such purchases which are
exclusively between you and the applicable third party. You agree and
acknowledge that we do not endorse the products or services offered on Third-Party
Websites and you shall hold us harmless from any harm caused by your
purchase of such products or services. Additionally, you shall hold us
harmless from any losses sustained by you or harm caused to you relating
to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
15.
ADVERTISERS
We
allow advertisers to display their advertisements and other information
in certain areas of the Site, such as sidebar advertisements or banner
advertisements. If you are an advertiser, you shall take full
responsibility for any advertisements you place on the Site and any
services provided on the Site or products sold through those
advertisements. Further, as an advertiser, you warrant and represent
that you possess all rights and authority to place advertisements on the
Site, including, but not limited to, intellectual property rights,
publicity rights, and contractual rights.
We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
16. SITE MANAGEMENT
We
reserve the right, but not the obligation, to: (1) monitor the Site for
violations of these Terms of Use; (2) take appropriate legal action
against anyone who, in our sole discretion, violates the law or these
Terms of Use, including without limitation, reporting such user to law
enforcement authorities; (3) in our sole discretion and without
limitation, refuse, restrict access to, limit the availability of, or
disable (to the extent technologically feasible) any of your
Contributions or any portion thereof; (4) in our sole discretion and
without limitation, notice, or liability, to remove from the Site or
otherwise disable all files and content that are excessive in size or
are in any way burdensome to our systems; and (5) otherwise manage the
Site in a manner designed to protect our rights and property and to
facilitate the proper functioning of the Site and the Marketplace
Offerings.
17.
PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy: https://www.ropeflex.com/privacy-policy.
By using the Site or the Marketplace Offerings, you agree to be bound
by our Privacy Policy, which is incorporated into these Terms of Use.
Please be advised the Site and the Marketplace Offerings are hosted in the United States.
If you access the Site or the Marketplace Offerings from any other
region of the world with laws or other requirements governing personal
data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.
18. COPYRIGHT INFRINGEMENTS
We
respect the intellectual property rights of others. If you believe that
any material available on or through the Site infringes upon any
copyright you own or control, please immediately notify us using the
contact information provided below (a “Notification”). A copy of your
Notification will be sent to the person who posted or stored the
material addressed in the Notification. Please be advised that pursuant
to applicable law you may be held liable for damages if you make
material misrepresentations in a Notification. Thus, if you are not sure
that material located on or linked to by the Site infringes your
copyright, you should consider first contacting an attorney.
19. TERM AND TERMINATION
These
Terms of Use shall remain in full force and effect while you use the
Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE
RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR
LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE MARKETPLACE
OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR
ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF
ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF
USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR
PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If
we terminate or suspend your account for any reason, you are prohibited
from registering and creating a new account under your name, a fake or
borrowed name, or the name of any third party, even if you may be acting
on behalf of the third party. In addition to terminating or suspending
your account, we reserve the right to take appropriate legal action,
including without limitation pursuing civil, criminal, and injunctive
redress.
20. MODIFICATIONS AND INTERRUPTIONS
We
reserve the right to change, modify, or remove the contents of the Site
at any time or for any reason at our sole discretion without notice.
However, we have no obligation to update any information on our Site. We
also reserve the right to modify or discontinue all or part of the
Marketplace Offerings without notice at any time. We will not be liable
to you or any third party for any modification, price change,
suspension, or discontinuance of the Site or the Marketplace Offerings.
We
cannot guarantee the Site and the Marketplace Offerings will be
available at all times. We may experience hardware, software, or other
problems or need to perform maintenance related to the Site, resulting
in interruptions, delays, or errors. We reserve the right to change,
revise, update, suspend, discontinue, or otherwise modify the Site or
the Marketplace Offerings at any time or for any reason without notice
to you. You agree that we have no liability whatsoever for any loss,
damage, or inconvenience caused by your inability to access or use the
Site or the Marketplace Offerings during any downtime or discontinuance
of the Site or the Marketplace Offerings. Nothing in these Terms of Use
will be construed to obligate us to maintain and support the Site or the
Marketplace Offerings or to supply any corrections, updates, or
releases in connection therewith.
21. GOVERNING LAW
These
Terms of Use and your use of the Site and the Marketplace Offerings are
governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.
22. DISPUTE RESOLUTION
Informal Negotiations
To
expedite resolution and control the cost of any dispute, controversy,
or claim related to these Terms of Use (each "Dispute" and collectively,
the “Disputes”) brought by either you or us (individually, a “Party”
and collectively, the “Parties”), the Parties agree to first attempt to
negotiate any Dispute (except those Disputes expressly provided below)
informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration
If
the Parties are unable to resolve a Dispute through informal
negotiations, the Dispute (except those Disputes expressly excluded
below) will be finally and exclusively resolved by binding arbitration.
YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO
SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced
and conducted under the Commercial Arbitration Rules of the American
Arbitration Association ("AAA") and, where appropriate, the AAA’s
Supplementary Procedures for Consumer Related Disputes ("AAA Consumer
Rules"), both of which are available at the AAA website www.adr.org.
Your arbitration fees and your share of arbitrator compensation shall
be governed by the AAA Consumer Rules and, where appropriate, limited by
the AAA Consumer Rules. The
arbitration may be conducted in person, through the submission of
documents, by phone, or online. The arbitrator will make a decision in
writing, but need not provide a statement of reasons unless requested by
either Party. The arbitrator must follow applicable law, and any award
may be challenged if the arbitrator fails to do so. Except where
otherwise required by the applicable AAA rules or applicable law, the
arbitration will take place in United States, California.
Except as otherwise provided herein, the Parties may litigate in court
to compel arbitration, stay proceedings pending arbitration, or to
confirm, modify, vacate, or enter judgment on the award entered by the
arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in United States, California,
and the Parties hereby consent to, and waive all defenses of lack of
personal jurisdiction, and forum non conveniens with respect to venue
and jurisdiction in such state and federal courts.
Application of the United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer Information
Transaction Act (UCITA) are excluded from these Terms of Use.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If
this provision is found to be illegal or unenforceable, then neither
Party will elect to arbitrate any Dispute falling within that portion of
this provision found to be illegal or unenforceable and such Dispute
shall be decided by a court of competent jurisdiction within the courts
listed for jurisdiction above, and the Parties agree to submit to the
personal jurisdiction of that court.
Restrictions
The
Parties agree that any arbitration shall be limited to the Dispute
between the Parties individually. To the full extent permitted by law,
(a) no arbitration shall be joined with any other proceeding; (b) there
is no right or authority for any Dispute to be arbitrated on a
class-action basis or to utilize class action procedures; and (c) there
is no right or authority for any Dispute to be brought in a purported
representative capacity on behalf of the general public or any other
persons.
Exceptions to Informal Negotiations and Arbitration
The
Parties agree that the following Disputes are not subject to the above
provisions concerning informal negotiations binding arbitration: (a) any
Disputes seeking to enforce or protect, or concerning the validity of,
any of the intellectual property rights of a Party; (b) any Dispute
related to, or arising from, allegations of theft, piracy, invasion of
privacy, or unauthorized use; and (c) any claim for injunctive relief.
If this provision is found to be illegal or unenforceable, then neither
Party will elect to arbitrate any Dispute falling within that portion of
this provision found to be illegal or unenforceable and such Dispute
shall be decided by a court of competent jurisdiction within the courts
listed for jurisdiction above, and the Parties agree to submit to the
personal jurisdiction of that court.
23. CORRECTIONS
There
may be information on the Site that contains typographical errors,
inaccuracies, or omissions that may relate to the Marketplace Offerings,
including descriptions, pricing, availability, and various other
information. We reserve the right to correct any errors, inaccuracies,
or omissions and to change or update the information on the Site at any
time, without prior notice.
24. DISCLAIMER
THE SITE IS PROVIDED
ON AN AS-IS AND AS-AVAILABLE BASIS. YOU
AGREE THAT YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT
THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY
WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY
FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM
YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF
OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL
INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION
TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH
MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY
ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF
ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR
OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE,
OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A
THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE
APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A
PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU
AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE
PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU
SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
25. LIMITATIONS OF LIABILITY
IN
NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO
YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST
PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR
USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY
CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL
TIMES BE LIMITED TO THE
AMOUNT PAID, IF ANY, BY YOU TO US DURING THE six (6) mONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING .
CERTAIN
US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON
IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF
THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR
LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
26. INDEMNIFICATION
You agree to
defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners, and
employees, from and against any loss, damage, liability, claim, or demand, including
reasonable attorneys’ fees and expenses, made by any third party due to or
arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6)
any overt harmful act toward any other user of the Site with whom you
connected via the Site. Notwithstanding the foregoing, we reserve the
right, at your expense, to assume the exclusive defense and control of
any matter for which you are required to indemnify us, and you agree to
cooperate, at your expense, with our defense of such claims. We will use
reasonable efforts to notify you of any such claim, action, or
proceeding which is subject to this indemnification upon becoming aware
of it.
27. USER DATA
We will maintain
certain data that you transmit to the Site for the purpose of managing the
performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups
of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Site. You agree
that we shall have no liability to you for any loss or corruption of any such
data, and you hereby waive any right of action against us arising from any such
loss or corruption of such data.
28. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting
the Site, sending us emails, and completing online forms constitute
electronic communications. You consent to receive electronic
communications, and you agree that all agreements, notices, disclosures,
and other communications we provide to you electronically, via email
and on the Site, satisfy any legal requirement that such communication
be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES,
CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF
NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY
US OR VIA THE SITE. You hereby waive any rights or requirements under
any statutes, regulations, rules, ordinances, or other laws in any
jurisdiction which require an original signature or delivery or
retention of non-electronic records, or to payments or the granting of
credits by any means other than electronic means.
29. CALIFORNIA USERS AND RESIDENTS
If any complaint
with us is not satisfactorily resolved, you can contact the Complaint
Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N
112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)
445-1254.
30. MISCELLANEOUS
These
Terms of Use and any policies or operating rules posted by us on the
Site or in respect to the Site constitute the entire agreement and
understanding between you and us. Our failure to exercise or enforce any
right or provision of these Terms of Use shall not operate as a waiver
of such right or provision. These Terms of Use operate to the fullest
extent permissible by law. We may assign any or all of our rights and
obligations to others at any time. We shall not be responsible or liable
for any loss, damage, delay, or failure to act caused by any cause
beyond our reasonable control. If any provision or part of a provision
of these Terms of Use is determined to be unlawful, void, or
unenforceable, that provision or part of the provision is deemed
severable from these Terms of Use and does not affect the validity and
enforceability of any remaining provisions. There is no joint venture,
partnership, employment or agency relationship created between you and
us as a result of these Terms of Use or use of the Site. You agree that
these Terms of Use will not be construed against us by virtue of having
drafted them. You hereby waive any and all defenses you may have based
on the electronic form of these Terms of Use and the lack of signing by
the parties hereto to execute these Terms of Use.
31. CONTACT US
In order
to resolve a complaint regarding the Site or to receive further
information regarding use of the Site, please contact us at:
Hipeq | Ropeflex
100 Glenn Way, Unit 5
San Carlos, CA 94070
United States
Phone: (650) 549-5888
info@ropeflex.com