RETAIL SOLUTIONS LLC TERMS OF SERVICE
Last Modified: 20 May 2019
Thank you for using Retail Solutions LLC (“Retail Solutions” or “us,” “we” or “our”). These Terms of Service (“Terms”) govern the use of Retail Solutions on any online platform through which you access our website or service offerings.
These Terms represent a binding contract between you and Retail Solutions, and by creating an account or otherwise accessing or using Retail Solutions, you expressly agree to be bound by them. These Terms affect your rights and designate the governing law and forum for the resolution of any and all disputes. If you do not agree to be bound by the Terms, you may not use Retail Solutions.
Retail Solutions provides order processing and order fulfillment services (the “Services”).
If you create an account, we require you to provide information about yourself, including your email address and a password (“Account Information“).
You agree that we may send communications to your email address for customer service, confirmations, product offers and other matters. You may choose to opt out of much of this email correspondence by using the links at the bottom of the emails. Please note that even if you opt out, we will still send you account-related emails, such as purchase confirmation and password reset emails.
Retail Solutions is protected by U.S. and international intellectual property laws and you agree to abide by them. Without our prior written consent, you may not download, copy or store our content in any form outside of Retail Solutions and you may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, or perform any of our content. You agree that all data used in providing the Services to you are “trade secrets” as defined, without limitation, under applicable law. You agree to comply with reasonable written requests from us to help us in protecting our proprietary and intellectual property rights. All intellectual property rights in Retail Solutions are, as between you and us, the sole and exclusive property of Retail Solutions.
Some features either now or in the future may allow you to post or submit content and materials on the Retail Solutions site. Anything you submit or post is “Your Content”. You own all intellectual property rights to Your Content, and we do not claim any rights in or to Your Content. By providing Your Content, you agree that we can use, reproduce, modify, adapt and publish it as necessary in order for us to offer the Services that you elect to use. You also agree that Retail Solutions shall have the non-exclusive right and license to use Your Content to promote our Services. You are wholly responsible for Your Content, including compliance with all applicable laws and regulations. You acknowledge that once Your Content is published, we cannot always remove it.
We appreciate when you provide us feedback through customer service or by email or social features, but we may use any feedback, comments, or suggestions without any obligations to you. For purposes of clarity, you hereby assign all intellectual property rights to us in any feedback, comments, or suggestions, you provide to us.
Your Use of Retail Solutions
We are providing you with access to our Services pursuant to a limited, non-exclusive, non-sublicenseable, non-transferable, revocable license. You can use Retail Solutions for personal, non-commercial use only, and subject to these Terms. This license is available to you as long as you are not barred from Retail Solutions by applicable law and your account is not terminated by us or by you.
If these Terms are not enforceable where you are located, you may not use Retail Solutions. We reserve all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.
Canceling Your Account
While we hope you enjoy using Retail Solutions, you may cancel your account at any time by contacting our customer support team by email at firstname.lastname@example.org.
Retail Solutions reserves the right to modify or terminate the Services, or your account, at any time without prior advance notice.
Restrictions and Prohibited Uses
Retail Solutions is used by many people, and we are proud of the trust our users place in us. We expect, in turn, that our users do not misuse our services. Except with our written permission, you may not:
• Attempt to impersonate another person or use another person’s account information without authorization;
• Violate or attempt to violate our security features, including logging into a server that you are not authorized to access, probing the vulnerability of our systems and networks, or uploading any worms, viruses, malware, or like code of a destructive nature;
• Redistribute, decompile, reverse engineer, publish, or copy any aspect of Retail Solutions;
• Access or search Retail Solutions by any means other than our publicly supported interfaces (for example, “scraping”);
• Interfere with others’ use and enjoyment of their own Retail Solutions account;
• Use Retail Solutions or any trademarks, game names, trade names, service marks, copyrights, or logos of ours, in unsolicited mailings, spam material, contests or surveys, or to create the impression that such items are associated with you;
• Violate any third party’s rights, including intellectual property or privacy rights.
Engaging in prohibited uses is grounds for immediate termination of your account, and may also subject you to civil or criminal penalties.
YOU AGREE THAT YOUR USE OF RETAIL SOLUTIONS IS AT YOUR OWN SOLE RISK AND THAT RETAIL SOLUTIONS IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RETAIL SOLUTIONS AND ITS AFFILIATES, OFFICERS AND/OR EMPLOYEES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING RETAIL SOLUTIONS AND THE PRODUCT(S) AND/OR SERVICE(S) AVAILABLE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Some jurisdictions do not allow the disclaimers in this paragraph, so they may not apply to you.
WE STRIVE TO MAINTAIN RETAIL SOLUTIONS ON A COMMERCIALLY REASONABLE BASIS BUT CANNOT GUARANTEE THAT YOU WILL HAVE ACCESS TO RETAIL SOLUTIONS OR ANY ASPECT OF RETAIL SOLUTIONS AT ALL TIMES.
LIMITATION OF LIABILITY
IN NO EVENT SHALL RETAIL SOLUTIONS OR ANY OF ITS AFFILIATES, OFFICERS AND/OR EMPLOYEES BE LIABLE FOR (I) IN THE AGGREGATE, ANY AMOUNT IN EXCESS OF THE FEES PAID BY YOU TO RETAIL SOLUTIONS, IF ANY; (II) FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION GOOD FAITH AND REASONABLE CARE ARISING OUT OF YOUR ACCESS TO, USE OF, OR PURCHASE FROM RETAIL SOLUTIONS; OR (III) ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN RETAIL SOLUTIONS AND YOU. YOU UNDERSTAND THAT RETAIL SOLUTIONS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. Some jurisdictions do not allow the limitations in this section, so they may not apply to you.
You will indemnify and hold us, our affiliates, officers and/or employees harmless, including by paying costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your dealings with Retail Solutions and/or the Services, Your Content, or any violation of these Terms by you.
Agreement to Arbitrate and Waiver of Class Action Claims
If a dispute arises, our goal is to provide you a neutral and cost effective means to resolve it quickly. Most disputes can be resolved informally. Before filing a claim against us, you agree to try to resolve the dispute by contacting us in writing at Retail Solutions LLC, 8 Thornton Rd., Oakland, NJ 07436 ATTN: DISPUTE NOTICE, or by email at email@example.com. Before we file a claim against you, we agree to contact you at the email address associated with your account. If the dispute is not resolved within 30 days of notice, either you or we may bring a formal proceeding pursuant to the following procedures:
A. GENERAL. YOU AGREE THAT YOU AND RETAIL SOLUTIONS WILL RESOLVE THROUGH BINDING ARBITRATION ANY DISPUTE, CLAIM OR CONTROVERSY BETWEEN US ARISING OUT OF OR RELATING IN ANY WAY TO RETAIL SOLUTIONS OR YOUR USE THEREOF, INCLUDING THESE TERMS (collectively, “ARBITRAL CLAIMS”), with a few exceptions set forth below. The arbitrator, and not any court, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement to Arbitrate, including any claim that all or any part of this Agreement to Arbitrate is void or voidable, or whether a claim is subject to arbitration.
ARBITRATION IS DIFFERENT FROM COURT. THE RULES, INCLUDING DISCOVERY, ARE DIFFERENT AND NO JUDGE OR JURY IS PRESENT AT AN ARBITRATION. IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION, AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED. THE AWARD IS FINAL AND BINDING AND SUBJECT ONLY TO LIMITED REVIEW BY A COURT. YOU UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, YOU MAY HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
B. ARBITRATION SERVICES AND RULES. The American Arbitration Association (“AAA”) will administer the arbitration using the AAA procedures and rules in effect on the date the Arbitration is filed (“AAA Rules”). In the event the AAA Rules are inconsistent with this Agreement to Arbitrate, this Agreement will prevail. AAA is independent from us, and you may obtain copies of the current AAA Rules, and other related materials, including forms and instructions for initiating arbitration, by contacting AAA at 150 N Michigan Ave #3050, Chicago, IL 60601 or http://adr.org.
C. LOCATION OF ARBITRATION. If your claim is for $7,500 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules, and any in-person hearing will be held in New York City, New York, or any other location you and we mutually agree to.
D. EXCEPTIONS TO ARBITRAL CLAIMS. Either you or we may bring claims to enforce intellectual property rights without first engaging in arbitration or the informal dispute resolution described in this Section.
E. CLASS ACTION WAIVER. YOU AND RETAIL SOLUTIONS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE WITH US THAT NEITHER YOU NOR WE WILL JOIN ANY ARBITRAL CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, ARBITRATION OR OTHER PROCEEDING; THAT NO ARBITRAL CLAIM WILL BE RESOLVED ON A CLASS-WIDE BASIS; THAT NEITHER YOU NOR WE WILL ASSERT AN ARBITRAL CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE; AND BOTH PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable or that arbitration can proceed on a class basis, then this Agreement to Arbitrate shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
F. NO RIGHT TO JURY TRIAL. YOU AND WE ALSO HEREBY WAIVE THE RIGHT TO A JURY TRIAL EVEN IF THIS AGREEMENT TO ARBITRATE IS HELD NOT TO APPLY. YOU EXPRESSLY WAIVE YOUR RIGHT TO A JURY TRIAL IN THE EVENT THAT EITHER PARTY SELECTS ARBITRATION TO RESOLVE THE DISPUTE UNDER THIS AGREEMENT.
G. 30 DAY OPT OUT RIGHT. You have the right to opt-out and not be bound by the arbitration and the class action waiver provisions set forth in this section by sending written notice of your decision to opt-out to the following address: Retail Solutions, ATTN: Arbitration Opt-out, 8 Thornton Rd., Oakland, NJ 07436, or by email to firstname.lastname@example.org. For new users, the notice must be sent within 30 days of registering for Retail Solutions, and for existing users, the notice must be sent within 30 days of the effective date of this policy. If you do not opt-out, you shall be bound to the terms in this Section. If you choose to opt-out, we also will not be bound.
(a) Severability and Waiver. If any part of these Terms is held invalid or unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting yours and our intent as closely as possible. Either party’s failure to enforce any term or condition in the Terms is not a waiver of its right to do so later.
(b) Governing Law, Jurisdiction and Venue. Except to the extent preempted by the Federal Arbitration Act (“FAA”), these Terms are governed by New Jersey law without regard to conflict of law provisions. Except as provided above, or to the extent preempted by the FAA, both parties further consent to the personal jurisdiction of and exclusive venue in the federal and state courts in Bergen County, New Jersey, as the legal forum for any dispute between them.
(c) Change Policy. We may update these Terms from time to time. If we make material changes, we may but are not required to post a notification on our website, or post updated Terms at www.retailsolutions1.com at least 30 days in advance of the effective date of the updated Terms. Please note that unless otherwise provided by applicable law, your continued access to and use of the Services following the effective date means that you agree with, and consent to be bound by, the updated Terms. We may makes changes to the Services at any time without prior advance notice. Prices for the Services may be amended at any time in the sole discretion of Retail Solutions.
(d) Miscellaneous. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede all previous written and oral agreements relating to the subject matter of the Terms. If there is any conflict between the Terms and any additional terms, conditions, and rules posted by us, these Terms shall govern, unless otherwise indicated. Sections of these Terms which by their nature should survive any termination of the Terms will so survive.