Term of Sale
Last Revised: April 8, 2022
PLEASE READ THESE TERMS OF SALE (“TERMS OF SALE”) CAREFULLY BEFORE PURCHASING PRODUCTS OR A MEMBERSHIP TO OUR PLATFORM (EACH AS DEFINED BELOW) FROM ARO TECHNOLOGY, INC., A DELAWARE CORPORATION (“US”, “WE”, “OUR”, OR “ARO”).
By submitting an order THROUGH OUR STORE or otherwise (each, an “Order”), you enter into AND AGREE TO BE BOUND BY THESE TERMS OF SALE AND OUR OTHER POLICIES AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY (AND ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE) TO ACCEPT AND AGREE TO THESE TERMS OF SALE AND OUR OTHER POLICIES.
“YOU” AND “YOUR” REFER TO THE PERSON PURCHASING A PRODUCT, SERVICE, OR MEMBERSHIP TO OUR PLATFORM, OR IF YOU PURCHASE A PRODUCT ON BEHALF OF AN EMPLOYER, COMPANY, ORGANIZATION, OR OTHER ENTITY, THEN (I) ALL REFERENCES TO “YOU” HEREIN INCLUDE YOU AND THAT ENTITY, (II) YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE ENTITY WITH THE AUTHORITY TO BIND THE ENTITY TO THESE TERMS OF SALE AND OUR OTHER POLICIES, AND (III) YOU AGREE TO THESE TERMS OF SALE AND OTHER OUR POLICIES ON THE ENTITY’S BEHALF.
If you do not agree to THESE TERMS OF SALE or our other Policies, you must not submit an Order OR USE OR PURCHASE OUR Products OR MEMBERSHIP TO OUR PLATFORM.
We may periodically supplement, modify, or revise THESE TERMS OF SALE or any of OUR other Policies, in our sole discretion, the date of such modifications will be evidenced by the “Last Revised” designation at the top of thESE TERMS OF SALE.
If you have any questions regarding these Terms of Sale or our other Policies, you can contact us at firstname.lastname@example.org.
Well, now that that is out of the way, let us introduce ourselves. We are Aro, and our mission is to help people experience life, uninterrupted!
To accomplish this mission, we offer products, services, and technologies (“Products”) allowing our users (“Users”) to engage the life that’s in front of them by setting goals, building habits, and tracking improvements through our Products and membership (“Membership”) to our digital platform (“Platform”).
To enjoy our Platform as a User, a User must create an account (“Account”), as more specifically described in our Terms of Service. If you are purchasing our Products and/or membership to our Platform as a gift, the recipient of the gift will be required to review and agree to our Policies before being permitted to use our Products or Platform.
- Purchase and Sale.
Although our Store may be accessible worldwide, our Products and Platform are not designed and tested for use in all countries. If you choose to access the Store and/or use the Products or Platform, you are solely responsible for complying with applicable local laws in your country. All Products offered on our Store are subject to availability. We reserve the right to impose quantity limits on any Order, to reject all or part of an Order, and to discontinue offering certain Products without prior notice.
When you place an Order you purchase our Products and Membership access to our Platform in the quantities, for the term(s) (and any renewals), and at the Prices described in the Order. By placing an Order, you make an offer to purchase the Products and Membership to our Platform pursuant to these Terms of Sale and our other Policies. An Order will not be effective until executed and accepted by us. We retain the right, in our sole discretion, to accept or reject an Order.
Except with respect to the basic Order terms (e.g., quantity, SKU, term of Membership), any variations made to these Terms of Sale or our other Policies by you are void and have no effect. Your Order and these Terms of Sale are expressly limited to the terms set forth herein (and our other Policies) and the specific terms contained in an applicable Order. These Terms of Sale and our other Policies prevail over any terms or conditions contained in any other document and expressly exclude any of your general terms and conditions contained in any Order or other document issued by you. In the event of any conflict between these Terms of Sale and our other Policies and the terms of any Order or any other document submitted by you, these Terms of Sale and our other Policies will control.
- Price and Payment Terms.
You are purchasing the Products and membership to our Platform from us at the prices stated on the applicable Order or if none, those advertised (as described at checkout) by us at the time such Order is accepted by us (“Prices”). Prices are stated in US dollars. Your total purchase Price for Products and/or Membership to our Platform will include the Price of the Products or Memberships in your Order plus any applicable sales tax and shipping charges, less any discounts offered.
We reserve the right to change Prices at any time, but changes will not affect any Order you have already submitted prior to the change in Price. We do not provide price protection or refunds in the event of a Price drop or promotional offering. If a Product or membership to our Platform is listed at an incorrect price due to typographical error or error in pricing information, we reserve the right to refuse or cancel any Orders placed for the incorrect price. We reserve the right to refuse or cancel any such Orders regardless of whether or not the Order has been confirmed and your credit or debit card charged. If your credit or debit card has been charged for the purchase and your Order is canceled, we will promptly issue a credit to your credit or debit card account in the amount of the incorrect price paid.
Any payment terms presented to you in the checkout process are deemed part of these Terms of Sale and are incorporated herein by reference. By providing a credit card or other payment method accepted by us, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our designated payment processor) to charge your payment method for the total amount of your Order. If your payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled.
We may collect payments for the Products or Membership to our Platform from you directly or through a third-party payment processor, which may bill you through a payment account selected by you at checkout or linked to your Account. Any payment processing by a third-party payment processor will be subject to the terms, conditions, and policies of such payment processor in addition to these Terms of Sale and our other Policies.
By choosing to purchase a Product or membership to our Platform, you agree to pay us, either directly or through a payment processor, all amounts for the applicable Order in accordance with the applicable payment terms and you authorize us to charge your chosen payment provider. If we do not receive payment from you, you agree to pay all amounts due for your Order and/or on your Account upon demand. We reserve the right to correct any errors or mistakes that we (or our third-party payment processor) make in the checkout process.
- Shipment and Delivery.
Unless otherwise set forth in an Order, we will select the method of shipment of, and the carrier for, the Products. We may, in our sole discretion, without liability or penalty, make partial shipments of Products and you shall pay for the Products shipped whether such shipment is in whole or partial fulfillment of an Order. Unless otherwise set forth on an Order, you will pay for and shall hold us harmless from, all shipping charges and insurance costs.
The Products will be delivered to the address designated by you on the applicable Order (the “Delivery Point”) within a reasonable time after our acceptance of an Order. Any time quoted by us for delivery is an estimate only and is not a guaranteed delivery date. We are not liable for any loss or damage arising from any delay in filling any Order or otherwise delivering the Products within the estimated time. No delay in the shipment or delivery of any Products relieves you of your obligations under these Terms of Sale or our other Policies.
Title and risk of loss to the Products will pass to you upon delivery of the Products to the freight carrier, but us and/or the freight carrier will be responsible for any Product damage that occurs when the Product is in transit to you and has not reached the Delivery Point.
If, for any reason, you fail to accept delivery of any of the Products at the Delivery Point, or if we are unable to deliver the Products at the Delivery Point because you have not provided appropriate instructions, documents, licenses, or authorizations: (i) risk of loss to the Products will pass to you; (ii) the Products shall be deemed to have been delivered; and (iii) we, at our option, may store the Products until you pick them up or we are able to re-deliver them, and you shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
- Returns of Non-Conforming Products.
You must inspect the Products within 7 days of delivery at the Delivery Point (“Inspection Period”). If a Product is materially different than identified on the Order (e.g., wrong Product or color) or is otherwise defective, then during the Inspection Period you must notify us in writing at email@example.com by providing the applicable Order information and such other information for us to determine the non-conformity or defect (e.g., a picture of the Product).
If you timely notify us of such non-conforming Products, we will, in our sole discretion, (i) replace such nonconforming Products with conforming Products, or (ii) credit or refund the Price for such non-conforming Products. If we agree that the Product is a non-conforming Product we will send you a return shipping label for the re-shipment of the non-conforming Product. You will then ship the Product back to us at the designated address. If we exercise our option to replace the nonconforming Product, we will, after receiving your return shipment of the nonconforming Product, ship to you, the replacement Product.
Unless otherwise covered under the Limited Warranty below, you acknowledge and agree that the remedies set forth above are your exclusive remedies for the delivery of nonconforming OR DEFECTIVE Products.
- Limited Warranty.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH BELOW, ALL PRODUCTS (INCLUDING ACCESS AND MEMBERSHIP TO OUR PLATFORM), AND CONTENT (AS DEFINED IN OUR TERMS OF SERVICE) PROVIDED BY US, IS ONLY PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. WE HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (III) 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.
We warrant to you that the Products will be free from material defect in materials and craftsmanship that render the Products unusable (“Limited Warranty”) for a period of one (1) year from the date of shipment of the Products (“Warranty Period”). This Limited Warranty is not transferable.
Notwithstanding the foregoing, the Limited Warranty shall not apply where the Products have been: (i) subjected to abuse, misuse, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions published by us, (ii) reconstructed, repaired, or altered by anyone other than us, or (iii) used with a product or hardware that has not been previously approved by us.
We shall not be liable for a breach of the Limited Warranty unless you give us written notice of the defect, reasonably described, during the Warranty Period and we are given an opportunity after receiving the notice to examine the Product to verify the defect.
If, during the Warranty Period, a Product is defective, we will replace such defective Product at no additional charge or credit or refund your account for the Price of such Product, as determined by us in our sole discretion. Any Product replaced pursuant to the Limited Warranty shall be warranted for the longer of: (i) the original Warranty Period for the remainder of the Warranty Period, (ii) for thirty (30) days after you receive your replacement Product, or (iii) for any period as required by applicable law.
To request a replacement of a Product pursuant to the Limited Warranty, you must contact us at firstname.lastname@example.org, at which point we will send you a return shipping label for the re-shipment of the defective Product. You will then ship the defective Product back to us at the designated address. If we exercise our option to replace the defective Product, we will, after receiving your return shipment of the defective Product, ship to you the replacement Products.
THE REMEDIES SET FORTH ABOVE SHALL BE THE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY.
- Disclaimers and Limitation of Liability.
You purchase and use all Products (including Membership to our Platform) at your own discretion and risk. You will be solely responsible for any and all loss, liability, or damage resulting from your use of a Product, including damage or loss to the Product, and any other accessories connected to the Product.
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE PRODUCTS (INCLUDING MEMBERSHIP TO OUR PLATFORM), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, IN EXCESS OF THE AMOUNT PAID FOR THE PARTICULAR PRODUCT, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (III) THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.
Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
IF YOU ARE A USER FROM NEW JERSEY, SECTION 6 (Limited Warranty) AND SECTION 7 (DISCLAIMERS AND LIMITATION OF LIABILITY) ARE INTENDED TO BE, AND ARE, ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PROVISION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PROVISION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PROVISIONS OF THE APPLICABLE SECTIONS.
- Intellectual Property Rights.
You acknowledge and agree that (i) any and all Intellectual Property Rights related to, or derived from, the Products or our Platform are the sole and exclusive property of us and that you receive no such ownership interest in any such Intellectual Property Rights; (ii) if you acquire any Intellectual Property Rights in or relating to any Products or our Platform by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to us, as the case may be, without further action by us or you; and (iii) you shall use our Intellectual Property Rights solely for purposes of using the Products and our Platform in accordance with these Terms of Sale and our other Policies.
You further acknowledge and agree that you will not (i) take any action that might interfere with any of our rights in or to our Intellectual Property Rights; (ii) challenge any right, title, or interest of us in or to our Intellectual Property Rights; or (iii) copy, modify, or create derivative works of software or Intellectual Property Rights related to the Products or our Platform, in whole or in part.
“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to (i) patents; (ii) trademarks; (iii) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, websites, and URLs; (iv) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software, and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; and (v) all industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world.
- Confidential Information.
All of our non-public, confidential or proprietary information that is disclosed to you in connection with these Terms of Sale or our other Policies, including, custom specifications, samples, designs, drawings, documents, data, pricing, discounts or rebates, is confidential and provided to you solely for your use of our Products and our Platform and may not be disclosed or copied unless authorized by us in writing. Upon our request, you shall promptly return all documents and other materials received from us. We shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (i) in the public domain; (ii) lawfully known to you at the time of disclosure; or (iii) rightfully obtained by you on a non-confidential basis from a third party.
- Data Protection and Electronic Communication.
When you order through the Store, we collect and store your email address. From that point forward, your email address may be used to send you information about our Products and Services (as defined in our Terms of Service) unless you opt-out of such emails.
We work with other companies that help us provide our Products and Services to you, such as freight carriers and credit card processing companies, and you authorize and direct us to share certain information with these companies for this purpose.
You further acknowledge and agree that when you use the Store, our website, our Platform, or send us an email, you are communicating with us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- Export Controls.
You will not export or re-export, directly or indirectly, the products or services, or any technical information related thereto, to any destination or person prohibited or restricted by applicable law, including U.S. export control laws and regulations.
- Assignment and Delegation.
These Terms of Sale and the other Policies, and any rights and licenses granted hereunder and thereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without notice or restriction. These Terms of Sale and our other Policies will inure to the benefit of our successors and permitted assigns.
- Binding Arbitration; Waiver of Litigation and Class Action Arbitration.
BY PLACING AN ORDER OR USING OUR PRODUCTS OR PLAFORM YOU ACCEPT THESE TERMS OF SALE AND EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT.
This Section 13 offers a streamlined way to resolve disputes between us and you if they arise. We can resolve many of your concerns quickly by contacting us at email@example.com.
If we cannot resolve your concern, you and us agree to be bound by the procedure in this Section to resolve disputes between us. This Section is an agreement between you and us, and applies to our respective agents, employees, successors, beneficiaries, and assigns. This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this Section.
All disputes, claims, or controversies arising out of or relating to these Terms of Sale, our other Policies, any our Products, our Platform, our marketing, or the relationship between you and us ("Disputes") shall be determined exclusively by binding arbitration. The only Disputes not covered by this Section are claims (i) regarding the infringement, protection, or validity of our or our licensors' trade secrets, copyright, trademark, or patent rights; (ii) if you reside in Australia, to enforce a statutory consumer right under Australia consumer law; and (iii) brought in small claims court (which shall be brought exclusively in Chattanooga, Tennessee).
You and us shall first attempt to resolve any Dispute informally for at least 30 days before initiating arbitration. The informal negotiations commence upon receipt of written notice from one person to the other ("Notice of Dispute"). The Notice of Dispute must: (i) include the full name and contact information of the complaining party; (ii) describe the nature and basis of the claim or dispute; and (iii) set forth the specific relief sought. We will send our Notice of Dispute to your billing or email address. You will send your Notice of Dispute to: Aro Technology, Inc., 2450 E.J. Chapman Drive, Suite 108, Knoxville, TN 37996, ATTENTION: Legal Department.
If you and us cannot resolve a Dispute informally, you or us may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other.
The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at www.adr.org.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate and applicable, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall decide in writing and shall provide a statement of reasons if requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. You and us may litigate in court to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. Arbitration will take place exclusively in Chattanooga, Tennessee.
YOU AND ARO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
The arbitrator shall not consolidate another person's claims with your claims and shall not preside over any type of 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. If this specific Section is found to be unenforceable, then the entirety of this agreement to arbitrate shall be null and void.
- Choice of Law.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Tennessee, without giving effect to the principles of conflicts of law.
If any provision of these Terms of Sale is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Sale, which shall remain in full force and effect.
- No Waiver.
Failure by us to act on or enforce any provision of these Terms of Sale shall not be construed as a waiver of that provision or any other provision in these Terms of Sale. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
- Entire Agreement.
These Terms of Sale, the applicable Order, and our other Policies, constitutes the sole and entire agreement of you and Aro with respect to the subject matter of these Terms of Sale and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter.