Terms and Conditions for Online Sales - US

TERMS AND CONDITIONS FOR SALE AND THE USE OF THE  SITE  

1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION  REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS  CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO  YOU. PLEASE READ IT CAREFULLY. 

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE  DISPUTES, RATHER THAN JURY TRIALS. 

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS  WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS  AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND  CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN  ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND  ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.  

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM  THIS WEBSITE IF YOU (i) DO NOT AGREE TO THESE TERMS, (ii) ARE NOT THE  OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A  BINDING CONTRACT WITH Creation Rights, OR (iii) ARE PROHIBITED FROM  ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS,  PRODUCTS OR SERVICES BY APPLICABLE LAW.  

These terms and conditions (these "Terms") apply to the purchase and  sale of products and services through www.creationrights.com (the "Site"). These Terms  are subject to change by Creation Rights (referred to as "us," "we," or "our" as the  context may require) without prior written notice at any time, in our sole discretion. Any  changes to these Terms will be in effect as of the "Last Updated Date" referenced on the  Site. You should review these Terms prior to purchasing any product or services that are  available through this Site. Your continued use of this Site after the "Last Updated Date"  will constitute your acceptance of and agreement to such changes.  

These Terms are an integral part of the Website Terms of Use that apply  generally to the use of our Site. You should also carefully review our Privacy Policy  before placing an order for products or services through this Site (see Section 10).  

2. Order Acceptance and Cancellation. 

You agree that your order is an offer  to buy, under these Terms, all products and services listed in your order. All  orders must be accepted by us or we will not be obligated to sell the products or  services to you. We may choose not to accept orders at our sole discretion, even  after we send you a confirmation email with your order number and details of the  items you have ordered.  

3. Prices and Payment Terms. 

1. All prices, discounts, and promotions posted on this Site are subject  to change without notice. The price charged for a product or service will be the  price advertised on this Site at the time the order is placed, subject to the terms  of any promotions or discounts that may be applicable. The price charged will be  clearly stated in your order confirmation email. Price increases will only apply to  orders placed after the time of the increase. Posted prices do not include taxes or  charges for shipping and handling. All such taxes and charges will be added to  your total price and will be itemized in your invoice and in your order confirmation  email. We strive to display accurate price information, however we may, on  occasion, make inadvertent typographical errors, inaccuracies or omissions  related to pricing and availability. We reserve the right to correct any errors,  inaccuracies, or omissions at any time and to cancel any orders arising from  such occurrences.  
2. Terms of payment are within our sole discretion. Invoices are due  and payable upon receipt. We may charge a late payment penalty of 5% per  month on undisputed amounts, or the maximum rate permitted by law, whichever  is less. Without waiving any of our other rights or remedies, we may refuse  additional orders and suspend any services until all overdue amounts are paid in  full.  

4. Shipments; Delivery; Title and Risk of Loss.  

1. Please check the individual product page for specific delivery  options. You will pay all shipping and handling charges unless otherwise  specified in the order confirmation.
2. Title and risk of loss pass to you. Shipping and delivery dates are  estimates only and cannot be guaranteed. We are not liable for any delays in  shipments.  

5. Returns and Refunds. 

WE OFFER NO REFUNDS ON ANY PRODUCTS  DESIGNATED ON THIS SITE.  

You are responsible for all shipping and handling charges on returned  items. You bear the risk of loss during shipment. We therefore strongly recommend that  you fully insure your return shipment against loss or damage and that you use a carrier  that can provide you with proof of delivery for your protection.  

6. Limited Warranty.  

1. We warrant to you that for a period of twelve months from the date  of creation ("Warranty Period"), the invoices created through the Site will  conform to our published specifications in effect as of the date of manufacture.  
2. (b) We warrant to you that we shall perform the services purchased  through the Site using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally  recognized industry standards for similar services and shall devote adequate  resources to meet our obligations under these Terms.  
3. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6(a) AND SECTION 6(b), WE MAKE NO WARRANTY WHATSOEVER WITH  RESPECT TO THE PRODUCTS OR SERVICES PURCHASED THROUGH THE  SITE, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; OR (ii)  WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii)  WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF  INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER  EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF  PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. 
4. Products manufactured by a third party ("Third Party Product")  may constitute, contain, be contained in, incorporated into, attached to or  packaged together with, the products. Third Party Products are not covered by  the warranty in Section 6(a). For the avoidance of doubt, WE MAKE NO  REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD  PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY;  (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii)  WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF  INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER  EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF  PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. 
5. We shall not be liable for a breach of the warranties set forth in  Section 6(a) and Section 6(b) unless: (i) you give written notice of the defective  products or services, as the case may be, reasonably described, to us within five  days of the time when you discover or ought to have discovered the defect; (ii) if  applicable, we are given a reasonable opportunity after receiving the notice of  breach of the warranty set forth in Section 6(a) to examine such products and  you (if we so request) return such products to our place of business at your cost  for the examination to take place there; and (iii) we reasonably verify your claim  that the products or services are defective.  
6. (f) We shall not be liable for a breach of the warranty set forth in  Section 6(a) or Section 6(b) if: (i) you make any further use of such products after  you give such notice; (ii) the defect arises because you failed to follow our oral or  written instructions as to the storage, installation, commissioning, use or  maintenance of the products; or (iii) you alter or repair such products without our  prior written consent. 
7. Subject to Section 6(e) and Section 6(f) above, with respect to any  such products during the Warranty Period, we shall, in our sole discretion, either:  (i) repair or replace such products (or the defective part) or (ii) credit or refund the  amounts paid by you for such products provided that, if we so request, you shall, at your expense, return such products to us and sign a non-disclosure  agreement.  
8. Subject to Section 6(e) and Section 6(f) above, with respect to any  services subject to a claim under the warranty set forth in Section 6(b), we shall,  in our sole discretion, (i) repair or re-perform the applicable services or (ii) credit  or refund the amounts paid by you for such services.  
9. THE REMEDIES SET FORTH IN SECTION 6(g) AND SECTION  6(h) SHALL BE THE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR  ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET  FORTH IN SECTION 6(a) and SECTION 6(b).  

7. Limitation of Liability.  

1. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD  PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA  OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT,  INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER  ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING  NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH  DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE  BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND  NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY  OF ITS ESSENTIAL PURPOSE.  
2. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING  OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF  OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING  NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU  FOR THE PRODUCTS AND SERVICES SOLD THROUGH THE SITE.  

8. Goods Not for Resale or Export.

You represent and warrant that you are  buying products or services from the Site for your own use only, and not for  resale or export. You further represent and warrant that all purchases are  intended for final delivery to locations within the US.  

9. Intellectual Property Use and Ownership. 

You acknowledge and agree  that:  

1. All uses on this Site of the terms "sell," "sale," "resell," "resale,"  "purchase," "price," and the like mean the purchase or sale of a license. Each  product and service marketed on this Site is made available solely for license,  not sale, to you and other prospective customers under the terms, conditions and  restrictions of the license agreement posted with the display or description of that  specific product or service.  
2. You will comply with all terms and conditions of the specific license  agreement for any product or service you obtain through this Site, including, but  not limited to, all confidentiality obligations and restrictions on resale, use,  reverse engineering, copying, making, modifying, improving, sublicensing, and  transfer of those licensed products and services.  
3. You will not cause, induce or permit others' noncompliance with the  terms and conditions of any of these product and service license agreements.  
4. Creation Rights and its licensor(s) are and will remain the sole and  exclusive owners of all intellectual property rights in and to each product and  service made available on this Site and any related specifications, instructions,  documentation or other materials, including, but not limited to, all related  copyrights, patents, and trademarks and other intellectual property rights, subject  only to the limited license granted under the product's or service's license  agreement. You do not and will not have or acquire any ownership of these  intellectual property rights in or to the products or services made available  through this Site, or of any intellectual property rights relating to those products  or services.  

10. Privacy. 

Our Privacy Policy, governs the  processing of all personal data collected from you in connection with your  purchase of products or services through the Site.  

11. Force Majeure.  

1. No party shall be liable or responsible to the other party, or be  deemed to have defaulted under or breached this Agreement, for any failure or  delay in fulfilling or performing any term of this Agreement (except for any of your  obligations to make payments to us hereunder), when and to the extent such  failure or delay is caused by or results from acts beyond the impacted party's  ("Impacted Party") control, including, without limitation, the following force  majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire,  earthquake, pandemics, epidemics, or explosion; (c) war, invasion, hostilities  (whether war is declared or not), terrorist threats or acts, riot or other civil unrest;  (d) government order, law, or action; (e) embargoes or blockades in effect on or  after the date of this Agreement; and (f) national or regional emergency; and (g)  strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse  or storage space, inadequate transportation services, or inability or delay in  obtaining supplies of adequate or suitable materials; and (i) other similar events  beyond the reasonable control of the Impacted Party.  
2. The Impacted Party shall give notice within seven days of the Force  Majeure Event to the other party, stating the period of time the occurrence is  expected to continue. The Impacted Party shall use diligent efforts to end the  failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations  as soon as reasonably practicable after the removal of the cause. In the event  that the Impacted Party's failure or delay remains uncured for a period of fourteen  consecutive days following written notice given by it under this Section 11, either  party may thereafter terminate this Agreement upon seven days' written notice.  

12. Governing Law and Jurisdiction. 

All matters arising out of or relating to  these Terms are governed by and construed in accordance with the internal laws  of the State of Delaware without giving effect to any choice or conflict of law  provision or rule (whether of the State of Delaware or any other jurisdiction) that  would cause the application of the laws of any jurisdiction other than those of the  State of Delaware.  

13. Waiver of Jury Trials and Binding Arbitration.  

(a) YOU AND CREATION RIGHTS ARE AGREEING TO GIVE UP  ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY.  OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY  ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.  

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN  CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT  OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION,  COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE  CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY  WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE  SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING  ARBITRATION.  

(b) The arbitration will be administered by the American Arbitration  Association ("AAA") under its Commercial Arbitration Rules and Mediation  Procedures ("Commercial Rules") including, if appropriate, the Procedures for  Large, Complex Commercial Disputes, and the International Commercial  Arbitration Supplementary Procedures and the Supplementary Rules for Class  Arbitrations.  

The arbitrator will have exclusive authority to resolve any dispute  relating to arbitrability and/or enforceability of this arbitration provision, including  any unconscionability challenge or any other challenge that the arbitration  provision or the agreement is void, voidable or otherwise invalid. The arbitrator  will be empowered to grant whatever relief would be available in court under law  or in equity. Any award of the arbitrator(s) will be final and binding on each of the  parties, and may be entered as a judgment in any court of competent jurisdiction.  

If any provision of this arbitration agreement is found  unenforceable, the unenforceable provision will be severed, and the remaining  arbitration terms will be enforced.  

14. Assignment.

You will not assign any of your rights or delegate any of your  obligations under these Terms without our prior written consent. Any purported  assignment or delegation in violation of this Section 14 is null and void. No  assignment or delegation relieves you of any of your obligations under these  Terms.  

15. No Waivers. 

The failure by us to enforce any right or provision of these  Terms will not constitute a waiver of future enforcement of that right or provision.  The waiver of any right or provision will be effective only if in writing and signed  by a duly authorized representative of Creation Rights.  

16. No Third-Party Beneficiaries. 

These Terms do not and are not intended to  confer any rights or remedies upon any person or entity other than you.  

17. Notices.  

1. To You. We may provide any notice to you under these Terms by: (i)  sending a message to the e-mail address you provide or (ii) posting to the Site.  Notices sent by e-mail will be effective when we send the e-mail and notices we  provide by posting will be effective upon posting. It is your responsibility to keep  your e-mail address current. 
2. To Us. To give us notice under these Terms, you must contact us as  follows: (i) by electronic mail transmission to creationrights@gmail.com with the  subject: “NOTICE TO CREATION RIGHTS”; or (ii) by personal delivery, overnight  courier or registered or certified mail to Creation Rights, 26 Broadway, Third  Floor, New York, NY, 10004, USA. We may update the facsimile number or  address for notices to us by posting a notice on the Site. Notices provided by  personal delivery will be effective immediately. Notices provided by facsimile  transmission or overnight courier will be effective one business day after they are  sent. Notices provided by registered or certified mail will be effective three  business days after they are sent. 

18. Severability. 

If any provision of these Terms is invalid, illegal, void or  unenforceable, then that provision will be deemed severed from these Terms and  will not affect the validity or enforceability of the remaining provisions of these  Terms.  

19. Entire Agreement. 

These Terms, the license agreement relating to any  product or service you obtain on or through this Site, our Website Terms of Use  and our Privacy Policy will be deemed the final and integrated agreement  between you and us on the matters contained in these Terms.