Last Updated: March 5, 2021
PLEASE READ THESE TERMS OF SALE CAREFULLY! THEY INCLUDE AN ARBITRATION PROVISION IN SECTION 20 REQUIRING ARBITRATION OF DISPUTES AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS.
THIS TERMS OF SALE (“TERMS”) IS BETWEEN RESOURCE OPTIMIZATION & INNOVATION, LLC (“ROI”, “WE”, “US”, AND “OUR”) AND EITHER YOU INDIVIDUALLY OR THE ENTITY YOU REPRESENT (“YOU” OR “YOUR” AS APPLICABLE) FOR PURCHASES MADE OVER OUR WEBSITE WWW.BUYREGARD.COM (“SITE”). OTHER TERMS AND POLICIES REFERENCED BY HYPERLINK ARE INCORPORATED BY REFERENCE AND MADE A PART OF THESE TERMS.
BY CLICKING ON "I AGREE", VISITING OUR SITE OR OTHERWISE MAKING A PURCHASE OVER OUR SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT PROCEED WITH THE REGISTRATION PROCESS OR MAKE PURCHASES OVER OUR SITE.
Our store is hosted on Shopify Inc. (“Shopify”). They provide us with the online e-commerce platform that allows us to sell our products and services to you.
Your order is an offer to buy. We may refuse or reject or cancel any order at any time, refunding you any monies you have paid for the order, for any reason, including, but not limited to, if you have not met the conditions specified at the time of the order, if your payment cannot be processed, if the ordered products or services are not available, we cannot meet delivery commitments, suspected fraud, a violation of these Terms, or for pricing or other errors. We also reserve the right at any time to discontinue selling over the Site or the Site itself at any time, in all such events with no liability to you of any kind.
ALL SALES ARE FINAL AND THERE ARE NO RETURNS, REFUNDS OR CANCELLATIONS EXCEPT AS EXPRESSLY PROVIDED FOR UNDER OUR POLICIES LOCATED AT HTTPS://BUYREGARD.COM/A/RETURNS.
Purchases may not be resold or exported. Your purchase is for your own use, not for resale, export, re-export or transfer. Your purchase may be subject to and you are responsible for compliance with the export control and economic sanctions laws of the United States and other applicable jurisdictions (“Export Laws”). Your purchase may not be sold, leased, or transferred to restricted countries, restricted end users, or for restricted end uses according to the Export Laws.
We attempt to display product colors and images accurately but we cannot guarantee that the color you see on your device screen or monitor will exactly match the product’s color. While we make reasonable efforts, any of the information on the Site may be incorrect or out of date at any given time, and we reserve the right to make changes to the Site at any time, including to product prices, specifications, offers and availability.
We may update these Terms from time to time by notifying you of such changes by any reasonable means, including by posting a revised Terms through the Site or requiring you to agree to new Terms before making a purchase. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes or otherwise notified you of such changes. You agree that it your responsibility to regularly check the Site for any updated Terms. In addition, by continuing to use or access any of the Site or otherwise engaging with ROI after we post any changes, you accept the updated Terms. The “Last Updated” legend above indicates when these Terms were last changed.
PURCHASES ARE FOR INTERNAL BUSINESS OR PERSONAL PURPOSES ONLY AND CANNOT BE RESOLD UNDER ANY CIRCUMSTANCES.
In using this Site you agree to the following:
(a) you will not use any device, software, or other instrumentality to disrupt, damage or interfere with or attempt to disrupt, damage or interfere with the proper functioning of this Site; and
(b) you will not to violate or attempt to violate the security of this Site, including, without limitation, (i) logging onto an account that you are not authorized to access; (ii) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding," "spamming," "mail bombing" or "crashing"; or (iii) attempt to transmit any "virus", "Trojan horse" or other software destruction or disruption device.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
We may, in our sole discretion, limit or cancel quantities purchased per business, person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address.
You agree to provide current, complete and accurate purchase and account information for all purchases made on our Site. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
Telephone communications with us, our agents or independent contractors may be monitored and/or recorded. You expressly consent, on behalf of yourself and other users of your phone number, to such monitoring or recording. By providing us with a phone number (including mobile) as your contact number, you expressly authorize us to contact you on that number via text message or telephone, including via prerecorded or auto-dialed calls. This consent is for non-telemarketing calls only.
Unless you provide us with a valid and correct tax exemption certificate, you are responsible for sales and other taxes associated with your order.
Risk of loss transfers to you upon delivery. Title passes to you when the product ships. You are responsible for inspecting the package(s) upon delivery and must note any visible damage on the proof of delivery (POD) or other delivery receipt the carrier asks you to sign. We are not responsible for any visible shipping damages not noted on the delivery receipt.
Certain products or services may be provided by third-parties.
The Site may include links to third-party websites that let you leave the Site. These linked sites are not under the control of us and we are not responsible for the contents of any linked site or any link contained in a linked site. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the site. Your use of the third-party website may be subject to that third party’s terms and conditions and policies, including privacy policies. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
In addition to other prohibitions as set forth in the Terms of Sale, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Site or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Site or any related website for violating any of the prohibited uses.
TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, ROI AND ITS SUPPLIERS, DISTRIBUTORS, RESELLERS, AND CONTENT PROVIDERS MAKE NO EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, OR CONDITIONS, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, OR NON-INFRINGEMENT. PRODUCTS OR SERVICES SOLD OR AVAILABLE ON THE SITE ARE WARRANTED, IF AT ALL, ONLY UNDER MANUFACTURER’S WARRANTIES THAT ACCOMPANY THEM AND SUCH WARRANTIES ARE BETWEEN YOU AND THE MANUFACTURER AND NOT US. EXCEPT AS PROVIDED UNDER AN ACCOMPANYING MANUFACTURER’S WARRANTY:
ROI DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE STORE OR SERVICES. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL DOWNTIME OCCURS. WE DO NOT WARRANT THAT ACCESS TO THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT CONTENT LOSS WON’T OCCUR.
SOME STATES DO NOT ALLOW LIMITATION OF WARRANTIES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT WILL ROI, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, EVEN IF ROI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ROI’S TOTAL LIABILITY IN CONNECTION WITH THE SALE OR USE OF OR INABILITY TO USE ANY PRODUCTS OR ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO FIVE DOLLARS ($5.00) IN THE AGGREGATE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT (I.E., THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT). SOME STATES DO NOT ALLOW LIMITATION OF CERTAIN DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU. WITH RESPECT TO INDIVIDUAL CONSUMERS, THIS PROVISION WILL NOT APPLY TO CLAIMS FOR DAMAGES CAUSED BY ROI’S INTENTIONAL, RECKLESS OR GROSSLY NEGLIGENT CONDUCT.
You agree to indemnify, defend and hold harmless ROi and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, (each an “Indemnified Party”), from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including but not limited to expenses related to investigation and reasonable attorneys’ fees, arising out of or relating to any third party claim of any kind against an Indemnified Party arising from or in connection with: (i) the breach by you of any obligations under this Agreement; (ii) death, personal injury, bodily injury or any real or personal property damage related to or arising out of the use or inability to use any products sold over this Site; or (iii) your violation of any law or the rights of any third-party, and any associated judgments, losses, payments, costs, expenses, damages, settlements, liabilities, fines, and penalties of the Indemnified Party.
In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions. Failure to enforce a provision of these Terms will not constitute a waiver of that or any other provision of these Terms.
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Site, or when you cease using our Site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate the Terms at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Site or any part thereof.
If you already have a written agreement with us to purchase products, then these Terms are in addition to that agreement (“Written Agreement”). If there is a conflict between these Terms and the Written Agreement, the terms of the Written Agreement will control. Except in the case of a Written Agreement, these Terms are the entire agreement between ROI and you.
YOU AND WE AGREE TO RESOLVE ANY DISPUTES BETWEEN US EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS, WHICH MEANS YOU AND US WAIVE ANY RIGHT TO LITIGATE DISPUTES IN A COURT OR BEFORE A JURY, OR AS PART OF A CLASS ACTION OR , A REPRESENTATIVE ACTION, A CONSOLIDATED ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
THESE TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE, WITHOUT REGARD TO CONFLICTS OF LAW.
FOR BUSINESSES, ENTITIES OR AGENCIES, JURISDICTION FOR ANY ARBITRATION OR DISPUTE SHALL BE IN DAVIDSON COUNTY, TENNESSEE.
FOR INDIVIDUALS, THE ARBITRATOR WILL CONDUCT HEARINGS, IF ANY, BY TELECONFERENCE OR VIDEOCONFERENCE, RATHER THAN BY PERSONAL APPEARANCES, UNLESS THE ARBITRATOR DETERMINES UPON REQUEST BY YOU OR BY US THAT AN IN-PERSON HEARING IS APPROPRIATE. IF THE PARTIES ARE UNABLE TO AGREE ON A LOCATION, SUCH DETERMINATION WILL BE MADE BY THE AAA OR BY THE ARBITRATOR. ANY IN-PERSON APPEARANCES WILL BE HELD AT A LOCATION WHICH IS REASONABLY CONVENIENT TO BOTH PARTIES WITH DUE CONSIDERATION OF THEIR ABILITY TO TRAVEL AND OTHER PERTINENT CIRCUMSTANCES.
Questions about the Terms notices should be sent to us at email@example.com. Unless specified otherwise herein: (a) all notices must be in writing and addressed to the attention of the other party's legal department or primary point of contact; and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.
We may assign, transfer or otherwise dispose of our rights and obligations under these Terms, in whole or in part, at any time without notice to you. You may not assign or transfer any rights under these Terms.
Except with respect to Sections 15 and 16, there are no third-party beneficiaries to this Agreement.