Terms of Use

For Aurox  Customers

 

Last Updated: December 15, 2018

 

 

This transaction is being facilitated by the Aurox  (“Software”) made by Subsell, LLC (“Company,” “we,” “us,” and “our”). The Software is the property of Company and your use of the Software and completion of the present transaction is governed by these Terms, the applicable Privacy Policy, and any other agreements which you may have executed with Company. Accordingly, we urge you to thoroughly review these Terms before finalizing every transaction you make with the Software and, if you do not agree with any part, do not complete this transaction and exit the website immediately. Please note that Company does not own, manufacture, process, offer, or assist in the production, execution, provision, or delivery of any products and/or services sold through the Software or in some way facilitated by the Software. We reserve the right, in our sole discretion, to terminate your access to all or part of the Software, with or without notice. 

 

If you are entering into these Terms on behalf of an entity, such as the company you work for, by accepting these Terms, you are representing and warranting that you have the legal authority to bind that entity. You hereby waive any applicable rights to require an original, non-electronic, signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. IF YOU DISAGREE WITH ANY PART OF THESE TERMS, YOU MAY NOT USE THE Software OR COMPLETE THE PRESENT TRANSACTION. You hereby waive any applicable rights to require an original, non-electronic, signature, or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. IF YOU DISAGREE WITH ANY PART OF THESE TERMS, YOU MAY NOT USE THE Software.

 

We reserve the right to revise these Terms at any time by updating this posting. You are encouraged to review these Terms each time you visit this website or use the Software because your use of the Software after the posting of changes will constitute your acceptance of such changes. 

 

  1. Software Description.

 

The Software helps to streamline the checkout process and provide Company and its partners and assigns with purchase data used to help improve and expand the services provided to you. If you proceed to complete the present transaction, the Software will automatically collect and securely store your relevant shipping and payment data. You may use the Software only in compliance with these Terms, the terms of any other contracts that you may have executed with Company, and all applicable local, state, national, and international laws, rules, and regulations. Any use or access to the Software by anyone under 18 is strictly prohibited and in violation of these Terms. The Software is not available to any person or entity previously terminated, blocked, or banned by Company.

 

  1. Your Use of the Software.

 

Permission is granted for you to use the Software for commercial purposes during the checkout process. In specific, we grant you a personal, limited, non-transferable, non-exclusive license to access the Software for facilitating the online checkout process. This is the grant of a license, not a transfer of title, and under this license you shall not: (1) modify or copy any of the Software’s underlying source code or development materials; (2) attempt to decompile or reverse engineer the Software or any component thereof; or (3) remove any copyright or other proprietary notations from the Software; or (4) transfer the Software to another person or "mirror" the Software’s underlying source code or materials on any other server. This license shall automatically terminate if you violate any of these Terms and may be terminated by Company at any time.

 

We reserve the right, in our sole discretion and without notice to you, to revise the features available on the Software and to change, suspend, or discontinue any aspect of the Software, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Software or restrict your access to part, or all, of the Software without notice or penalty. Your continued use of the Software will constitute your acceptance of any such changes.

 

You are responsible for your own communications, including the transmission, uploading or posting of information to the Software and are responsible for the consequences of such communications. Any other use of the Software requires the prior written consent of Company. You may not otherwise copy, modify, or distribute the contents of the Software without the prior written consent of Company, which may be unreasonably withheld. You may not modify, publish, transmit, participate in the transfer of, sell, create derivative works from, or in any way exploit any of the content found on the Software, in whole or in part.

 

We specifically prohibit any use of the Software for any of the following purposes:

 

 

You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Software. Further, you may not use any such automated means to manipulate the Software, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, the Software or any other user's use of the Software, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the Software, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms. You may not frame portions of the Software within another website. You may not resell use of, or access to, the Software to any third party without the prior written consent of Company.

 

  1. Registration and Passwords 

 

In order to access certain services on the Software, you will be required to provide specific information as part of the enrollment process. All information about you must be truthful, and you may not use any aliases or other means to mask your true identity. Any access codes or passwords provided should be safeguarded at all times. You are responsible for the security of your access codes and passwords and will be solely liable for any use or unauthorized use of the Software under such access codes or passwords. We may suspend or terminate your access at any time with or without notice. To understand how we use information collected from you, please read our Privacy Policy.

 

  1. Additional Terms and Conditions

 

You agree that additional terms and conditions may apply to this transaction, other orders from this website, shipping, and return policies (“Additional Terms”), which Additional Terms are made part of these Terms by reference. If there is a conflict between these Terms and the Additional Terms, the Additional Terms shall control.

 

  1. Restricted Activities.

 

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Software, or in any way reproduce or circumvent the navigational structure or presentation of the Software, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Software. Company reserves the right to bar any such activity. You may not attempt to gain unauthorized access to any portion or feature of the Software, or any other systems or networks connected to the Software or to any Company server, or to any of the services offered on or through the Software, by hacking, password “mining,” or any other illegitimate means. Furthermore, you may not probe, scan or test the vulnerability of the Software or any network connected to the Software, nor breach the security or authentication measures thereon or any network used by Company. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to Software (including Softwares users and customers), or any other customer of Company, including any Company account not owned by you, to its source, or exploit the Software or any service or information made available or offered by Company, in any way where the purpose is to reveal any information, including, but not limited to, personal identification or information, other than your own information. 

 

  1. Software Not for Minors

 

The Software, and the products and services advertised thereon are available to registered and unregistered users who are 18 years of age and older and who have not been suspended or removed by Company for any reason (each a “Member”). We reserve the right to revoke your ability to access the products and services offered via the Software for any reason at any time including as a result of a violation of these Terms or the Privacy Policy, without notice. Minors may not use the Software.

 

  1. Fraud Protection

 

As part of our order processing procedures, we may screen received orders for fraud or other types of unauthorized or illegal activity. We reserve the right to refuse to process an order due to suspected fraud or unauthorized or illegal activity. If we suspect fraudulent, unauthorized or illegal activity, we may reject your order or we may contact you at the phone number or email address you provided to confirm your order. We also reserve the right to cancel any accounts or refuse to ship to certain addresses due to suspected fraud or unauthorized or illegal activity. We take these measures to protect our customers as well as ourselves from fraud or other unauthorized or illegal activity.

 

 

  1. Proprietary Rights

You acknowledge and agree that all content (other than content that may be submitted by Members), materials, text, images, videos, graphics, trademarks, logos, button icons, music, software and other elements available on the Software are the property of Company or our licensors and are protected by copyright, trademark, and/or other proprietary rights and laws. You agree not to sell, license, rent, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, modify, or create derivative works from any content or materials on the Software. Company and the Company logo are trademarks owned by Company. All other trademarks are the property of their respective owners. All content within the Software is Copyrighted by Company. All rights reserved. Except as expressly set forth in these Terms, no license is granted to you and no rights are conveyed by virtue of accessing or using the Software. All rights not granted under these Terms are reserved by Company.

 

 

 

 

  1. General Disclaimers

 

Please note that Company does not own, manufacture, process, offer, or assist in the production, execution, provision, or delivery of any products and/or services sold through the Software or in some way facilitated by the Software. Accordingly, Company hereby disclaims all liability resulting from any products and/or services purchased through the Software. Some jurisdictions do not allow certain warranty disclaimers or limitations on liability. Only disclaimers or limitations that are lawful in the applicable jurisdiction will apply to you and Company’s liability will be limited to the maximum extent permitted by law. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE Software AND OPERATION OF THE Software MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. EXCEPT AS EXPRESSLY STATED HEREIN, COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE Software OR ANY FEATURE THEREIN WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. THE Software AND ANY EXTENSIONS AND RELATED FEATURES PROVIDED BY COMPANY HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND THE Software AND EXTENSIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THESE TERMS IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE Software AND ANY EXTENSIONS.

 

The above disclaimer applies to any damages, liability or injuries caused by or arising out of the subject matter contemplated by these Terms and any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action. You assume all responsibility and risk with respect to your use of the Software, your use of any product and/or service ordered therefrom, and your misuse of any product and/or service ordered therefrom. Company makes no warranties of any kind regarding any non-Company websites to which you may be directed or hyperlinked from the Software nor of products or services ordered which did not originate from Company. Hyperlinks are included solely for your convenience, and Company makes no representations or warranties with regard to the accuracy, availability, suitability, or safety of information provided in such non-Company websites. Company does not endorse, warrant, or guarantee any products or services offered or provided by or on behalf of third parties on the Software. Information displayed within the Software may contain pricing errors, typographical errors, and other errors or inaccuracies, which we may correct without liability.

 

COMPANY DOES NOT REPRESENT OR WARRANT THAT THE NUTRITION, INGREDIENT, ALLERGEN, AND OTHER PRODUCT INFORMATION ON THE Software IS ACCURATE OR COMPLETE SINCE THIS INFORMATION IS PROVIDED BY THE MANUFACTURERS OR SUPPLIERS AND, ON OCCASION, MANUFACTURERS MAY MODIFY THEIR PRODUCTS AND UPDATE THEIR LABELS. WE RECOMMEND THAT YOU DO NOT RELY SOLELY ON THE INFORMATION PRESENTED ON THE RELEVANT WEBSITE AND THAT YOU CONSULT THE PRODUCTS LABEL OR CONTACT THE MANUFACTURER DIRECTLY IF YOU HAVE A SPECIFIC DIETARY OR ALLERGIC CONCERN OR QUESTION ABOUT A PRODUCT.

 

  1. Disclaimer – No Professional Advice

Any information provided by us regarding the products or otherwise (e.g. product descriptions or instructions) is for informational purposes only. You should not take any action based upon any information contained within the Software. Use of the Software is not meant to serve as a substitute for professional advice. You should read and strictly follow all product labels, packaging inserts, and instructions and all manufacturer directions and warnings and seek independent professional advice when appropriate.

 

  1. Indemnification

You shall, at your own cost and expense, defend, indemnify, and hold harmless Company, its parent, subsidiaries, divisions, and affiliates, and their respective officers, directors, employees, agents and affiliates from any and all claims, liabilities, damages, fees, costs, and expenses of defense, including attorneys’ fees, in any way arising from or related to any and all claims, losses, costs, damages, fees, or expenses arising out of or in connection with the manufacture, design, commercialization, use, marketing or sale of the Software and any product or service sold thereon, including, but not limited to, any actual or alleged injury, damage, death, or other consequence occurring to any legal or natural person or property, as a result, directly or indirectly, of the possession, use or consumption of the Software and any product sold thereon (at any time), claimed by reason of breach of warranty, negligence, product defect, or other similar cause of action, regardless of the form in which any such claim is made. In the event of any such claim against Company, Company shall promptly notify you in writing of the claim and you shall manage and control, at your sole expense, the defense of the claim and its settlement. Company shall cooperate with you and may, at its option and expense, be represented in any such action or proceeding. You agree to also indemnify, hold harmless, and defend Company, its parent, subsidiaries, divisions, and affiliates, and their respective officers, directors, employees, agents and affiliates from any and all claims, liabilities, damages, costs, and expenses of defense, including attorneys’ fees, in any way arising from or related to your illegal use of the Software, your violation of these Terms or the Privacy Policy, defamatory or infringing content posted to the Software by you, or your violation of any law or the rights of a third party.

 

  1. Limitation of Liability

Furthermore, except for instances of gross negligence, intentional wrongdoing, or willful misconduct, under no circumstances shall Company or our affiliates, partners or licensors be liable to you or any other person for any indirect, incidental, consequential, or punitive damages arising out of or relating to these Terms, or access to or use of the Software or the content thereon, purchases you make, or user content or submissions to the Software, whether such claim or action is based in tort, contract, negligence, strict liability, statutory liability, or otherwise and even if Company has been advised of the possibility of such damages. Your sole and exclusive remedy hereunder shall be for you to discontinue your use of the Software. These limited remedies shall apply notwithstanding any failure of their essential purpose. Certain state laws, including the laws of the State of New Jersey, do not allow limitations on implied warranties or the exclusive or limitation of certain damages as set forth in this Section, so these limitations and exclusions apply to you only to the extent permitted by applicable law. If it is finally determined by a court of law or an arbitrator that our limitation of liability set forth in this Section does not apply to you, then you agree that our total liability in the aggregate for any claims made by you or any third party on your behalf shall not exceed $500 in the aggregate or the total amount of your last purchase from Company, whichever is greater. Furthermore, in no event shall the liability of any manufacturer of any product you purchase via the Software for any claim arising out of or relating to any patent or latent defects in the design, materials, or workmanship of the products exceed $500 in the aggregate. You hereby acknowledge that this Section shall apply to all content, merchandise and services available through the Software.

 

  1. International Use

We control and operate the Software from the United States. We make no representation that materials on the Software are appropriate or available for use outside the United States. If you choose to access the Software from outside the United States, you do so at your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

 

  1. Copyright Infringement; Notice and Take Down Procedures

Company specifically prohibits the posting of any content that violates or infringes the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that any material contained within the Software infringes your copyright or other intellectual property rights, you should notify us of your copyright infringement claim in accordance with the following procedure. Company will process notices of alleged infringement that it receives and will take appropriate action as required by the Digital Millennium Copyright Act (“DMCA”). The DMCA requires that notifications of claimed copyright infringement should be sent to the following address:

 

Aurox LLC

800 New Hope Rd.

Crossroads, Texas, 76227

USA

 

To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):

 

 

  1. Waiver; Remedies

The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms by you shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of Company under these Terms and any other applicable agreement between you and Company shall be cumulative, and the exercise of any such right or remedy shall not limit Company’s right to exercise any other right or remedy.

 

  1. Governing Law

The laws of the State of Illinois shall govern these Terms without regard to conflict of laws provisions.

 

  1. Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND COMPANY HAVE AGAINST EACH OTHER ARE RESOLVED.

 

If a dispute arises, we are likely able to resolve your matter quickly and to your satisfaction.  So please first try contacting our customer support team by sending us an email to support@subsell.com. Please indicate the nature of your complaint and we will do our best to get back to you with a reasonable solution as quickly and efficiently as possible. If you have availed yourself of our customer service department without satisfaction, you and Company all agree to resolve any remaining dispute arising out of or related to these Terms, the Privacy Policy, or our services through confidential, final, and binding arbitration. This applies to all kinds of claims under any legal theory. It also applies even after you stopped the Software, are no longer a subscriber to any products offered on the Software, and/or have deleted your online account(s) with Company.

 

Any dispute relating in any way to your visit to, or use of, the Software, to the products and/or services you purchased through the or Software (with or without a subscription), to the products and/or services your customers may have purchased through the Software, or to your relationship to Company shall be submitted to confidential arbitration in Chicago, Illinois; provided, however, that to the extent that you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Illinois. The aforementioned consent to arbitration applies even after you stopped using Company, are no longer a subscriber, and/or have deleted your account with Company. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Illinois. Arbitration under these Terms will be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator’s award will be final and binding and may be entered into as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms will be joined to an arbitration involving any other party subject to this Terms, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Software or these Terms must be filed within twelve months after such claim of action 

arose or be forever banned.

 

YOU AND COMPANY AGREE THAT EACH MAY ONLY 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. 

 

Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

 

  1. Miscellaneous

The invalidity, partial failure of consideration, or unenforceability, of any particular provision of this Agreement shall not affect the validity or enforceability hereof.

 

  1. Questions

Should you have any questions regarding these Terms you may contact us at support@getaurox.com.