Last Updated: August 22, 2021
SECTION 23.D OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 23.D FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
- You may simply browse the Site, or you may register with AMORSUI and create an “Account”. You do not have to have an Account to order Products. You must, however, only provide us with true, accurate, current, and complete information for your Account and/or Orders (defined below). If we believe or suspect that your information is not true, accurate, current, or complete, we may deny or terminate your access to the Site or Services (or any portion thereof).
- Order Acceptance. When you place an Order, we will confirm your address by sending an email to the email address you have provided and/or calling you to verify your Order. Your placement of an Order through our Site is an offer to purchase the Product(s) ordered and we may accept your Order by processing your payment and shipping the Product(s). Your receipt of an electronic or other form of Order confirmation does not signify our acceptance of your Order, nor does it constitute confirmation of our offer to sell. Your Order will be deemed accepted by AMORSUI upon our shipment of the Products that you have ordered. We may require additional verifications or information before accepting any Order. All Products shall be deemed accepted by you upon shipment, and title to, and risk of loss of, the Products passes to you when AMORSUI provides the Product(s) to a common carrier. Any estimated shipping date provided by AMORSUI is based on Product availability and payment processing time and does not include transit time.
- Order Cancellation. If any Product is discontinued or otherwise becomes unavailable, AMORSUI reserves the right to cancel your order and provide you a refund for the amount paid for the Product.
- Returns and Exchanges. All sales of Products are subject to our then-current return policies, as posted on the Site and made available to you when you placed an Order through our Site. The most current version of the return and exchange policy is available at https://www.amorsuiclothing.com/pages/shipping-returns.
- Restrictions on Resale. To protect the intellectual property rights of AMORSUI and its licensors and suppliers, any resale of Products for personal and/or business profit is strictly prohibited. AMORSUI reserves the right to decline any order that we deem to possess characteristics of reselling. AMORSUI actively protects its intellectual property rights and will not hesitate to do so upon learning of any unauthorized resale of its Products.
- International Importation. For international customers, the Products purchased through your Orders will be imported on your behalf as the consignee. You authorize AMORSUI to import such Products on your behalf. Further, you agree that AMORSUI may delegate the obligation to import the Products on your behalf to a subcontractor (e.g. customs broker). You will pay the applicable GST, VAT, taxes & duties in addition to the purchase price of the Products.
- Fees and Purchase Terms.
- Payment. To pay for an Order, you will need to provide AMORSUI with the information necessary to process an Order from you, including your shipping address and the billing information requested on the Site to pay for such Order. You may pay for your Order via credit card or any other manner then available on the Site, including but not limited to through Affirm, PayPal, Google Pay or Amazon Pay (each, a “Payment Provider”). By submitting your payment information, you are making payment for your Order and authorize us to charge the applicable Payment Provider at our convenience but within thirty (30) days of credit card authorization. You represent and warrant that you will not use any Payment Provider unless you have all necessary authorization to do so. We assume that because Orders require a valid credit card, only persons age 18 or over are placing Orders, and providing us with the information requested during the Order process. We shall not be liable in the event your children or others acting with or without your permission use your credit card or other means of payment to make purchases on the Site (and to the extent your minor children make any such purchases, you hereby represent and warrant that they are authorized to do so under your supervision); however, you may report any unauthorized use to us, and we will use reasonable measures within our control to help prevent future unauthorized use of your card.
- Discounts and Promo Codes.We may, in our sole discretion, create discounts and promotional codes that may be redeemed for credit in your Account, or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes cannot be purchased. Promo Codes may only be used once per person. Only Promo Codes sent to you through official AMORSUI communications channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not redeemable for cash; and (vi) may expire prior to your use.
- PRICING AND PRODUCTS. We make reasonable efforts to display our Products and their colors as accurately as possible. Having said that, the displayed colors of the Products will depend upon your monitor and we cannot guarantee that your monitor will accurately portray the actual colors of the Products. Products displayed may be out-of-stock or discontinued, and prices are subject to change prior to submission of an Order. We cannot confirm the price of an item until prior to you paying for the Order. Despite our best efforts, a small number of the items on our Site may be mispriced. To the extent permitted by applicable law, we are not responsible for typographical errors regarding price or any other matter and reserve the right to correct any such errors at any time. All prices do not include shipping and handling, GST, VAT, sales taxes, or any customers charges or duties (including brokerage fees) which, if applicable, will be added to your total purchase price prior to you paying for the Order.You are responsible for the payment of any shipping and handling charges, state, GST, VAT, provincial and local sales or use taxes, and customs charges or duties (including brokerage fees) that may apply to your Order.
- PROMOTIONAL OFFERS. We may run promotional offers from time to time on the Site. The terms of any such promotion will be posted on the Site. Unless otherwise indicated, we may establish and modify, in our sole discretion, the terms of such offer and end such offer at any point. Promotional offers may not be available in your jurisdiction.
- Third-Party Materials. As a part of the Site and/or Services, you may have access to materials that are hosted by another party. You agree that it is impossible for AMORSUI to monitor such materials and that you access these materials at your own risk.
- RULES REGARDING INFORMATION AND OTHER CONTENT. When you access the Site and/or Services, you obtain access to various kinds of information and materials, all of which we call “Content.” You agree not to revise Content posted by others, and you represent and warrant that you will not post any Content in any manner that:
- Infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
- Violates the applicable privacy, publicity, or other rights of third parties or any other applicable law, statute, ordinance or regulation;
- Is false or inaccurate or becomes false or inaccurate at any time;
- Is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion;
- Discloses or provides information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others;
- Misrepresents your identity in any way;
- Contains any viruses, Trojan horses, spyware. malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- Advocates or encourages any illegal activity; or
- Has the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers.
However, when you as a user post or publish Content that you upload, post, e-mail, transmit or otherwise make available on the Site (“Your Content”), you grant AMORSUI a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, create derivative works from, publicly display, derive revenue or other remuneration from, and communicate to the public, Your Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, including moral rights, that may exist in Your Content. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Site. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not AMORSUI, are responsible for all of Your Content on the Site.
- Conduct or promote any illegal activities while using the Site or Services;
- Upload, distribute or print anything that may be harmful to minors;
- Attempt to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;
- Attempt to gain access to secured portions of the Site or Services to which you do not possess access rights;
- Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
- Use the Site or Services to generate unsolicited email advertisements or spam;
- Use the Site or Services to stalk, harass or harm another individual;
- Use any high volume automatic, electronic or manual process to access, search or harvest information from the Site or Services (including without limitation robots, spiders or scripts);
- Interfere in any way with the proper functioning of the Site and Services or interfere with or disrupt any servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services;
- Use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Site or the Content contained on any such web page for commercial use without our prior express written permission;
- Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
- Mirror or frame the Site or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages.
- United Kingdom.A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
- Notwithstanding anything to the contrary in Section 14, AMORSUI is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).
- Dispute Resolution, Mandatory Arbitration, Class Action and Jury Trial Waiver. Please read the following arbitration agreement in this Section 23.d (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with AMORSUI and limits the manner in which you can seek relief from us. The terms “AMORSUI,” “we” or “us” when used in this Arbitration Agreement are defined to include the AMORSUI Parties.
- Applicability of Arbitration Agreement.You agree that any dispute or claim relating in any way to your access or use of the Site, to any Products sold or distributed through the Site, to any of our advertising for the Site or the Products, or to this Agreement, or to any aspect of your customer relationship with AMORSUI, will be resolved by binding arbitration, rather than in court, except that (1) you or we may assert claims in small claims court if the claims qualify and remain solely in such court; and (2) you or AMORSUI may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
- Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, National Registered Agents, Inc. 160 Greentree Dr. Ste 101, Dover, DE 19904. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/;all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, AMORSUI will pay them for you. In addition, AMORSUI will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Authority of Arbitrator. The arbitrator shall have exclusive authority to (A) determine the scope and enforceability of this Arbitration Agreement and (B) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and AMORSUI. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and AMORSUI.
Supplemental Terms -- Reusable Gown Program
- Program Description. The Program consists of the provision, replacement, and cleaning of gowns and/or other designed items or articles we supply you (each a “Product”), and the access to and use of a mobile application or other technology to manage and facilitate the supply and replacement of Products, as further described on our Site. We will have the Products cleaned and/or sanitized in accordance with industry standards and the Program’s documentation. Products may be new or previously used and cleaned.
- Program Fees. If you subscribe to the Program, you agree to pay to us the then current per-gown or other fees for the Products and Program as further described on our Site or otherwise made known to you (e.g., by email to your registered email account). All fees are exclusive of taxes, and you will be responsible for paying for any service, use, transactional, or other taxes, unless you provide us a valid tax exemption certificate. We are responsible for our income and payroll taxes.
- Ordering Product. Once you subscribe to the Program, you may order Products and/or replacement Products by returning used Products in accordance with our then current ordering, delivery, and pick-up policies and documentation on the Site. All delivery, pick-up and other dates and times are estimates that we will use commercially reasonable efforts to meet, but cannot guarantee. You will reasonably cooperate with us and/or delivery or pick-up representatives.
Cancellation; Termination; Return of Products. You or us may cancel or terminate your subscription to the Program on 30 days’ notice at any time, unless otherwise expressly specified for a particular Program subscription plan you selected. Products are to be returned to us once you stop subscribing to or using the Program or upon our reasonable request, normal wear and tear excepted. If you lost, destroyed, or do not returns any Products to us, we reserve the right to charge you a reasonable amount for the replacement cost of such Product. Our Program’s pricing assumes that Products will be re-used multiple times, and if you are ordering more Product than returning in an abnormal or excessive manner, as reasonably determined by us, we may suspend your rights to participate in the Program and/or charge you a reasonable fee for unreturned Products. Normal and customary losses of or damages to Products will not be subject to such fees.
- Application. In connection with the Program, we may make available a mobile application (“Mobile App”) for your use on mobile devices. You acknowledge and agree that the availability of the Mobile App is dependent on the third party from which you received the Mobile App, e.g., the Apple iPhone or Android app stores (“App Store”), and you may only use that Mobile App on the applicable App Store’s designated devices and operating systems and in accordance with their usage terms and policies. You acknowledge that this Program Agreement is between you and us and not with the App Store, and the Mobile App is part of the Program and subject to the applicable provisions of this Program Subscription Agreement. We, not the App Store, are solely responsible for the Mobile App’s maintenance, support, and warranty therefor, and addressing any claims relating thereto (e.g., liability, legal compliance, or intellectual property infringement), all as described in the Program Subscription Agreement. In order to use the Mobile App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Mobile App, if any. You agree to comply with, and your right to use the Mobile App is conditioned upon your compliance with, all applicable third party terms and policies (e.g., the App Store’s terms and policies) when using the Mobile App. You acknowledge that the App Store (and its subsidiaries) are third party beneficiaries of this provision and will have the right to enforce it.
- Program Disclaimers and Limitations. IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, AGENTS OR LICENSORS BE LIABLE (I) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE PROGRAM OR PRODUCTS, OR (II) IN AGGREGATE FOR AMOUNT IN EXCESS OF THE PROGRAM FEES PAID TO US BY YOU DURING THE PRIOR 6 MONTHS. Some jurisdictions do not allow some or all of these exclusions or limitations. Accordingly, this section may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim, exclude, or limit liabilities, the extent of our liability will be the minimum permitted under such applicable law.
LAST UPDATED: August 22, 2021
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