Terms of service

 

OVERVIEW
This website is operated by WP Standard. Throughout the site, the terms “we”, “us” and “our” refer to WP Standard. WP Standard offers this website, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and Services to you.

SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse Service to anyone for any reason at any time.
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.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the Service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or Services may be available exclusively online through the website. These products or Services may have limited quantities and are subject to return or exchange only according to our Refund Policy: [LINK TO REFUND POLICY]
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or Service made on this site is void where prohibited.
We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. 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 credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. 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.

For more details, please review our Refund Policy: [LINK TO REFUND POLICY]

SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new Services and/or features through the website (including the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.

SECTION 8 - THIRD-PARTY LINKS
Certain content, products and Services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. 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.

SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy, which can be viewed here: [LINK TO PRIVACY POLICY]

SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, 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 Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and Services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall WP Standard, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless WP Standard and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, Service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service 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 of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 - TERMINATION
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 of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, 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 of Service, we also may terminate this agreement 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 Services (or any part thereof).

SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and governs your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of United States.

SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at info@wpstandard.com.
Our contact information is posted below:
[INSERT TRADING NAME]
info@wpstandard.com
[INSERT BUSINESS ADDRESS]
[INSERT BUSINESS PHONE NUMBER]
[INSERT BUSINESS REGISTRATION NUMBER]
[INSERT VAT NUMBER] WP Standard

 

Terms of Service

 

Last Updated: 7/31/2023



These Terms of Service (these “Terms”) govern your use of (i) the website located at https://wpstandard.com (the “Site”) owned by WP Standard (“Company”, “us”, “we”, or “our”) and operated by Miami Labs, Inc. (dba OpenStore) ("OpenStore"), (ii) any online services made available via the Site ("Online Services") and (iii) products made available via the Site ("Products"). The Site, Online Services and Products are collectively called the “Services”.
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND COMPANY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 14 "DISPUTE RESOLUTION" BELOW FOR DETAILS REGARDING ARBITRATION. 
1. Agreement to Terms. Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Services. By accessing and using our Services, you agree to be bound by these Terms. If you don't agree to be bound by these Terms, do not access or use the Services. 
2. Privacy Policy. Please review the Privacy Policy ("Privacy Notice") for information on how Company and OpenStore collect, use and share personal information.
3. Changes to these Terms. We may update these Terms from time to time at our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review these Terms whenever we update them, you use the Services or make a purchase on the Site. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore.
4. General. 
(a) Eligibility; Your Account. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Company, and not otherwise barred from using the Services under applicable law. If you are under 18 or not legally considered an adult in your jurisdiction, you must ask a parent (or legal guardian) to read this Agreement and accept it on your behalf. Parents and guardians are responsible for their children’s activity in connection with their use of the Services, whether or not the parent or guardian has authorized such uses. For access to certain features of the Services, you may need to register and create an account. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and any passwords confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account.
(b) License to Use the Services. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services for your personal, non-commercial use. We reserve the right to monitor your usage of the Services for the purpose of determining that your usage complies with these Terms.
(c) Prohibited Conduct. You may not use the Services other than as expressly permitted by Section 4(b) above. Without limitation, you will not, directly or indirectly: (i) copy, reproduce, modify, distribute, display, create derivative works of or transmit any content on the Services; (ii) use the Services commercially or for the benefit of any third party or in any manner not permitted by these Terms; (iii) reverse engineer, decompile, tamper with or disassemble the technology used to provide the Services (except as and only to the extent any foregoing restriction is prohibited by a non-waivable provision of applicable law); (iv) interfere with or damage the Services, or any underlying technology; (v) impersonate or misrepresent your identity or affiliation; (vi) attempt to obtain unauthorized access to the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than any software provided by Company or other generally available third-party web browsers; (vii) collect information about other users of the Services; (viii) violate, misappropriate or infringe a third party’s intellectual property or other right, or any social media platform terms; (ix) violate any law, rule, or regulation; or (x) interfere with any third party’s ability to use or enjoy, or our ability to provide, the Services.
5. Terms of Sale. 
(a) Product Descriptions. We try to make the Site thorough, accurate, and helpful to our customers. Nonetheless, there may be times when certain information contained on the Site may be incorrect, incomplete, or inaccurate, including, without limitation, information related to Products. We reserve the right to correct errors, inaccuracies or omissions whether by changing information on the Site or by informing you of the error and giving you an opportunity to cancel your order.
(b) Ordering. By placing an order on the Site you are offering to purchase the relevant Product(s) on and subject to these Terms. No such order will be binding on us unless and until we accept your order and send you a confirmation by email (“Order Confirmation”), which will confirm the Products purchased and price, and will specify a shipment date (“Order Confirmation Shipment Date”).
(c) Shipping and Delivery.
(i) We will ship the Product(s) to the address as indicated by you during the checkout process. Unless otherwise agreed in writing, we will pack the Product(s) in accordance with Company’s standard practices. Unless you provide us with specific instructions, we will select the carrier. Title to the Product(s) and risk of loss of the Product(s) will pass to you upon our delivery of the Product(s) to the carrier.
(ii) You acknowledge that all scheduled shipment dates, including the Order Confirmation Shipment Date, are estimates only. We will make commercially reasonable efforts to meet the scheduled shipment dates, but in no event will we be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery, nor will the carrier be deemed an agent of Company. We will have the right to ship the Product(s) in separate packages to you, depending on the availability of the Product(s). If you receive a damaged or incomplete shipment of Product(s), please contact us at hello@open.store. We will have the right to delay or suspend shipment of the Product(s) if you fail to make any payment as provided in these Terms.
(d) Sales. All Products are sold on behalf of Company by OpenStore. OpenStore will be the merchant of record for all Products sold, including for purposes of processing Transactions (as defined below).
(e) Returns. All sales are subject to our shipping and return policies, which will be made available to you or otherwise delivered to you with your purchased goods. We monitor return activity for abuse and reserve the right to limit returns or exchanges in all instances. All refunds are at our sole discretion.
(f) Pricing and Payment Terms. We reserve the right to change the prices and available Products at any time. Quantities of some Products may be limited and stock cannot always be guaranteed. The prices for Products will be as specified on the Site on the date you place your order and in an Order Confirmation. Prices are stated in U.S. dollars and are exclusive of all applicable sales, use, excise, withholding, value-added and other taxes, duties and charges (collectively, “Taxes”) and shipping costs. You will be responsible for all such Taxes and shipping costs. All payments will be made in U.S. dollars, free of any currency controls or other restrictions. When you place your order (each, a “Transaction”), you expressly authorize OpenStore (or its third-party payment processor) to charge you for such Transaction. Your payment will be processed once the order has been accepted. You may be asked to supply certain information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information and that such Payment Information is current, complete and accurate. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method (plus any Taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms and in accordance with the return policy. We reserve the right to cancel an order placed by you at any time and for any lawful reason prior to delivery of the Product(s), provided that in the event of a cancellation, you will receive a refund any fees already paid by you for such order.
6. Reviews, Comments, Communications and Other Content.
(a) User Content. You may post reviews, comments, communications with others, graphics, images, audio and video on the Site, provided, that, you do not post any content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances. Anything that you share, post, or otherwise make available to us or share publicly through the Services is referred to as “User Content”. We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
(b) Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Company a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display and publicly perform your User Content in connection with operating and providing the Services, to the extent User Content is personal information, to process such information as contemplated by our Privacy Policy.
(c) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. Further, you represent and warrant that, to your knowledge, neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Company on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(d) Removal of User Content. Company is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms.
7. Intellectual Property
(a) Intellectual Property Rights. All content on the Site, or otherwise made available via the Services, including the text, notes, graphics, photos, sounds, music, videos, interactivities and the like, the trademarks, service marks and logos contained therein, the design of the Site and/or Services, and all software and other technology (collectively, “Company IP”), are owned by or licensed to us and/or our affiliates. Content is provided to you “as is” for your information and personal use only and may not be used, reproduced, altered, distributed, transmitted, broadcast, displayed, sold, licensed, removed, obscured, or otherwise exploited for any other purposes whatsoever.
(b) Reservation of Rights. We reserve all right, title and interest not expressly granted in and to the Site, Services, and Company IP, including all associated proprietary intellectual property rights. Using the Site and/or Services does not give you any ownership of or right in or to any Company IP. You acknowledge that the Site, Services and Company IP are protected by copyright, trademark, and other laws of the United States.

8. Links to Third Party Websites or Resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.

9. Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at hello@open.store. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 4(c), 5(f) (only for payments due and owing to Company prior to the termination), 6(b), 6(c), 7, 8, 9, 10, 11, 12, 13, 14 and 15.

10. Warranty Disclaimers. THE SERVICES (INCLUDING THE SITE AND PRODUCTS) ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, COMPANY AND OPENSTORE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NEITHER COMPANY NOR OPENSTORE MAKES ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR THAT THE PRODUCTS WILL BE IN STOCK, SAFE, DEFECT-FREE, CONFORM WITH WRITTEN OR ORAL SPECIFICATIONS, GUARANTEES, REPRESENTATIONS, WARRANTIES OR PROMISES, OR THAT PRODUCTS WILL NOT BE LOST OR DAMAGED IN SHIPMENT. NEITHER COMPANY NOR OPENSTORE MAKES ANY WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OR CONSUMPTION OF THE PRODUCTS IS DONE AT YOUR SOLE RISK, YOU ASSUME ALL LIABILITY IN CONNECTION WITH SUCH USE OR CONSUMPTION OF THE PRODUCTS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR OPENSTORE WILL HAVE ANY LIABILITY TO YOU BASED ON YOUR USE OR CONSUMPTION OF THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF ANY PERSONAL INJURY, DEATH OR PROPERTY DAMAGE THAT MAY RESULT FROM YOUR USE OR CONSUMPTION OF THE PRODUCTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR ELSEWHERE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

11. Indemnity. You will indemnify and hold Company and its officers, directors, employees, agents and service providers (including, without limitation, OpenStore), harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.

12. Limitation of Liability. 
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ITS SERVICE PROVIDERS INVOLVED IN THE PROVISION OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, OPENSTORE) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, THE COST OF PROCURING SUBSTITUTE SERVICES OR PRODUCTS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR THE PURCHASE, SALE, USE OR PERFORMANCE OF THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF COMPANY OR ANY OF ITS SERVICE PROVIDERS INVOLVED IN THE PROVISION OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, OPENSTORE) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PRODUCTS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR PRODUCTS EXCEED THE ACTUAL AMOUNT PAID TO COMPANY BY YOU FOR THE PRODUCT(S) THAT GIVES RISE TO THE CLAIM OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT, FIFTY U.S. DOLLARS ($50).
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.


13. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the laws of the State of New York, without regard to its conflict of laws provisions, except to the extent preempted by U.S. federal law. Except as otherwise expressly set forth in Section 14 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in the Miami-Dade County, FL and you and Company each waive any objection to jurisdiction and venue in such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.

14. Dispute Resolution. 
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND COMPANY TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND COMPANY FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND COMPANY AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.
(a) Informal Dispute Resolution Prior to Arbitration. For any dispute or claim that you have against Company, that Company has against you, or that you have or Company has arising from or relating to these Terms, the Services, or any aspect of the relationship between you and Company as it relates to these Terms or the Services, including any privacy or data security claims (collectively, "Disputes" and each a "Dispute"), you and Company agree to attempt to first resolve the Dispute informally via the following process:
(i) If you assert a Dispute against Company, you will first contact Company by sending a written notice of your Dispute (“Dispute Notice”) to Company by certified mail addressed to 2916 N. Miami Ave., Suite 1005, Miami, FL 33127 or by email to hello@open.store. The Dispute Notice must (A) include your name, residence address, email address, and telephone number, (B) describe the nature and basis of the Dispute, and (C) set forth the specific relief sought.
(ii) If Company asserts a Dispute against you, Company will first contact you by sending a written notice of Company’s Dispute (“Company Notice”), and each of a Dispute Notice and Company Notice, a “Notice”) to you via email to the primary email address associated with your account. The Company Notice must (A) include the name of a Company contact and the contact’s email address and telephone number, (B) describe the nature and basis of the Dispute, and (C) set forth the specific relief sought.
(iii) If you and Company cannot reach an agreement to resolve the Dispute within thirty (30) days after you or Company receives such a Notice, then either party may submit the Dispute to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines will be tolled for thirty (30) days from the date that either you or Company first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.
(b) Disputes Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or Company, including any disputes in which you or Company seek injunctive or other equitable relief for the alleged unlawful use of your or Company’s intellectual property or other infringement of your or Company’s intellectual property rights (“IP Disputes”), all Disputes, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Disputes that are not related to intellectual property or intellectual property rights but are jointly filed with IP Disputes, that are not resolved in accordance with Section 14(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court. 
(c) Federal Arbitration Act.  These Terms affect interstate commerce, and the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules (as defined below), the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
(d) Arbitration Procedure. All Disputes must be submitted to the American Arbitration Association (the “AAA”) and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA. The then-current version of the AAA’s Consumer Arbitration Rules, which are available on the AAA’s website (adr.org) (the "AAA Rules"), as amended by these Terms as follows, will apply to any arbitration between you and Company:
(i) YOU AND COMPANY AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND COMPANY ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against Company or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. 
(ii) For any arbitration you initiate, you will pay the consumer filing fee, and Company will pay the remaining AAA fees and costs. For any arbitration initiated by Company, Company will pay all AAA fees and costs.
(iii) For all arbitrations where the Disputes asserted are $25,000 or less, the arbitration shall be resolved according to the AAA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (A) 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; (B) any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, and (C) if the parties are unable to agree on a location, such determination will be made by the AAA or by the arbitrator.
(iv) If you or Company submits a dispute to arbitration and the arbitrator orders any exchange of information, you and Company agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and Company agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
(v) The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
(vi) The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against Company or against you by the same or coordinated counsel or are otherwise coordinated.
  • In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and Company understand and agree that when twenty-five (25) or more similar claims are asserted against Company or you by the same or coordinated counsel or are otherwise coordinated resolution of your or Company’s Dispute might be delayed. 
  • For such coordinated actions, you and Company also agree to the following coordinated bellwether process. Counsel for claimants and counsel for Company will each select ten (10) cases (per side) to proceed first in individual arbitration proceedings. The remaining cases will be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side will select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process.
  • A single arbitrator will preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
  • This bellwether process will continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved.
  • The statute of limitations and any filing fee deadlines will be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time your or Company’s case is selected for a bellwether process, withdrawn, or otherwise resolved.
  • A court will have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Company or you.
(e) One Year to Assert Disputes.  To the extent permitted by law, any Dispute by you or Company relating in any way to these Terms, the Services, or any aspect of the relationship between you and Company as it relates to these Terms or the Services, must be filed within one year after such Dispute arises; otherwise, the Dispute is permanently barred, which means that you and Company will not have the right to assert the Dispute.
(f) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing us with notice of your decision to opt-out via email at hello@open.store or by certified mail addressed to 2916 N. Miami Ave., 11th Floor, Miami, FL 33127. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 13. 
(g) Rejection of Future Arbitration Changes. You may reject any change we make to Section 14 (except address changes) by personally signing and sending us notice within 30 days of the change via email at hello@open.store or by certified mail addressed to 2916 N. Miami Ave., 11th Floor, Miami, FL 33127, Attention: OpenStore Legal. If you do, the most recent version of Section 16 before the change you rejected will apply.
(h) Severability. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms, (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14, and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.
(i) Residents Outside the United States. Notwithstanding anything to the contrary in these Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding these Terms either by following the arbitration procedure detailed above in this Section 14 or, if given the right by applicable law, by submitting the Dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the Dispute to the courts of the jurisdiction in which you reside.

15. General Terms.
(a) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Company and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Company and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Company’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(b) Notices. Any notices or other communications provided by Company under these Terms will be given: (i) via email; or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(c) Waiver of Rights. Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.(d) Force Majeure. Company will not be responsible for any failure or delay in the performance of its obligations under these Terms due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.
(e) Export. You will comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the products outside the United States (“Export Rules”), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval.
(f) Third-Party Beneficiary.  OpenStore and its affiliated entities are third-party beneficiaries of these Terms and will have the right to enforce these Terms against you as a third-party beneficiary.


16. Contact Information. If you have any questions about these Terms or the Services, please contact us at hello@open.store.