RIGHT HOUSE (“EMMA”) IS WILLING TO SELL TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON “I ACCEPT” YOU WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” SHALL REFER TO YOUR ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, THEN EMMA IS UNWILLING TO SELL TO YOU, AND YOU SHOULD SELECT THE “DECLINE” BUTTON AND THE REGISTRATION WILL NOT CONTINUE.
TERMS OF SALE AGREEMENT
1. Parties. The parties to this Agreement are you, and the owner and operator of this yourauthorbusiness.com web site, Right House (“Emma”). If you are not acting on behalf of yourself as an individual, then “you” means your company or organization. All references to “us”, “this web site” or “this site” shall be construed to mean Emma.
2. Purchase of Goods; Other Documents. Emma agrees to sell, and you agree to purchase, goods from this site, subject to the terms and conditions hereof. Orders are not binding upon Emma until accepted by Emma. Other than as specifically provided in any separate formal purchase agreement between you and Emma, these terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for goods which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both you and Emma.
3. Eligibility. The Emma Orders are not available to minors under the age of 18 years of age. Users may not have more than one active account. Additionally, users are prohibited from selling, trading, or otherwise transferring your Emma account to another party.
4. Custom Duties and/or VAT Taxes. If you live in a jurisdiction that requires custom duties and or VAT taxes to be collected agree, that unless custom duties and taxes are collected by this site at the point of sale, you remain responsible for the payment of custom duties and VAT taxes at the time of delivery. If Emma is charged with custom duties or VAT taxes, you authorize Emma to charge you for (i) such duties and/or VAT taxes, or (ii) for the return of goods if they are refused at the point of destination.
5. Resale Prohibition. Goods are available for purchase only for your own personal use or to give as a gift; resale of goods purchased from this site is prohibited. This resale prohibition is a material condition toyour rights under this Agreement, and it is agreed that any direct or indirect distribution, transshipment and/or sale of items purchased from this site, or others purchasing through you, will be a material breach of this Agreement, and will result in irreparable harm to Emma for which money damages will not be adequate. In the event of such breach, the parties agree that Emma, in addition to any other remedies it may have at law and/or in equity, will be entitled to injunctive relief to prevent any threatened or continued breach and to specifically enforce this provision.
6. Price Quotes; Pricing. Any price quotations provided on this site shall be valid for the period stated. If no time period is stated, then the price charged for an order will be the price in effect the day Emma accepts the order. Item prices shall be identified on the on-line order form at the time of your order placement. Emma may change item prices at any time without notice. Prices do not include charges for shipping and handling, and applicable taxes.
7. Shipping And Handling Charges; Taxes. Separate charges for shipping and handling will be shown on our e-mail order confirmation. You will responsible for sales and all other taxes associated with your order, except for our franchise taxes and taxes on our net income. If applicable, a separate charge for taxes will be shown on our e-mail order confirmation.
8. Payment Terms. Terms of payment are within Emma’s sole discretion, and unless otherwise agreed to by Emma in a signed written document, payment must be made in a manner approved by this site and received by Emma prior to Emma’s acceptance of an order.
9. Ownership; Risk of Loss. Except for software and/or digital content, title to goods purchased at this site under this Agreement passes from Emma to you on shipment from Emma’s facility. Loss or damage that occurs during shipping by a carrier selected by Emma shall be Emma’s responsibility. Loss or damage that occurs during shipping by a carrier selected by You is Your responsibility. Title to software and/or digital content will remain with the applicable licensor(s).
10. Return/Refund Policy. Goods purchased from this site for your internal use may be returned in accordance with our return/refund policy in effect on the date of our acceptance of your order. You may review our return/refund policy at http://www.digicontracts.com/return_refund_policy.html.
11. Warranty Disclaimer; Limitation of Liability. EMMA PROVIDES THE ITEMS AT THIS SITE “AS-IS” AND PROVIDED WITH ALL FAULTS. EMMA MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. EMMA SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, THAT THIS SITE HAS NO CONTROL OVER THE INTERNET, AND THAT THIS SITE IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THIS SITE’S SERVICE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO PURCHASE OR USE OF THE ITEMS OFFERED BY THIS SITE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. Some states do not allow limitations on how long an implied warranty may last, so the above limitations may not apply to you.
12. Severability. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
13. Arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in REDWOOD CITY, CALIFORNIA, and may be conducted by telephone or online by mutual agreement of the parties. The arbitrator shall apply the laws of the State of Georgia to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs up to $1000.00.
14. Jurisdiction And Venue. The courts of SAN MATEO County in the State of CALIFORNIA, USA and the nearest U.S. District Court shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.
15. Force Majeure. Neither party shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures. Notwithstanding anything to the contrary contained herein, if either party is unable to perform hereunder for a period of thirty (30) consecutive days, then the other party may terminate this Agreement immediately without liability by ten (10) days written notice to the other.
16. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the State of Georgia, excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English, and English is its controlling language.