Net32's Updated Terms of Service
Terms of Service
Please read these Terms of Service ("Terms") carefully as they contain important information about your legal rights, remedies, and obligations. By accessing or using Net32's Services (as defined below), you agree to comply with and be bound by these Terms.
PLEASE NOTE: Section 5 of these Terms contains an arbitration clause and class action waiver that applies to all persons who access or use Net32's Services. If your country of residence is the United States, this provision applies to all disputes. If your country of residence is outside of the United States, this provision applies to any dispute between you and Net32 brought in the United States. Section 15 affects how disputes with Net32 are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
Thank you for using Net32 Services (defined below). These Terms constitute a legally binding agreement between you and Net32 governing your access to and use of the Net32 website (www.net32.com), including any subdomains thereof, and any other websites through which Net32 makes its services available (such as www.med32.com) (collectively the "Site") and all associated services (collectively, "Net32's Services"). These associated services include providing you with a marketplace for ordering, paying for, and receiving dental supplies through Net32's network of dental suppliers ("Vendors") or any other services provided or facilitated by Net32 including, without limitation, logistical support and customer service.
When these Terms mention "Net32," "we," "us," or "our," it refers to the company you are contracting with: Net32, Inc., 250 Towne Village Drive, Cary, NC 27513.
TABLE OF CONTENTS
- 1. SCOPE OF NET32'S SERVICES
- 2. USING NET32'S SERVICES
- 3. PRIVACY & CONFIDENTIALITY
- 4. LICENSING AND INTELLECTUAL PROPERTY
- 5. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT
- 6. MISCELLANEOUS
- 7. GENERAL
1. SCOPE OF NET32'S SERVICES
Net32 owns and operates the Site that links to these Terms. We are pleased to offer you access to Net32's Services, as well as the ability to participate in our marketplace and various promotions that we may provide from the Net32 Site.
Net32's Services may contain links to third-party websites or resources ("Third-Party Services"). Such Third-Party Services may be subject to different Terms of Service and privacy practices. Net32 is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, product, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Net32 of such Third-Party Services.
Additionally, due to the nature of the Internet, Net32 cannot guarantee the continuous and uninterrupted availability and accessibility of Net32's Services. Net32 may restrict the availability of Net32's Services or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measure that ensure the proper or improved functioning of Net32's Services. Net32 may improve, enhance, and modify Net32's Services and introduce new Services from time to time.
2. USING NET32'S SERVICES
2.1 Your User Account
You also agree to maintain accurate, complete, and up-to-date information in your Account and that we and others may rely on your information as accurate, current and complete. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired identification on file, may result in your inability to access or use the Service.
All Net32 Users must be at least eighteen (18) years of age to open an account with, make purchases from, or participate in promotions offered as part of Net32's Services. By using Net32's Services you expressly represent and warrant that you are at least 18 years old, are legally entitled to enter into this Agreement, and have the right, authority and capacity to enter into and abide by the Terms of Service of this Agreement.
Additionally, you are responsible for all activities that occur under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. You also agree that you are the sole authorized user of your Account, and you may not assign or otherwise transfer your Account to any other person or entity. Any attempt by another individual to use your Account may result in your inability to use the Service, and/or suspension from Net32's Services. You are responsible for the use of your Account and Net32 expressly disclaims any liability arising from the unauthorized use of your Account. If you suspect unauthorized access of your Account or any other breach of security, you agree to notify us immediately. However, Net32 recognizes that many of you are dental practices with office staff in charge making purchases. This paragraph does not prohibit you from allowing authorized staff members or employees to use your Account.
Net32 reserves the right, in its sole discretion, to set the requirements for, or to suspend, disable, deny access to, or disallow the registration of your Account for any reason. If you believe your inability to access your Account or Net32's Services has been made in error, please contact our Customer Support team. You acknowledge and agree that Net32 shall not be liable to you or any third party for any termination of your access to Net32's Services. The Terms of Service of this Agreement shall survive and endure beyond any termination, deletion, or suspension of your Account, or if you cease using Net32's Services.
2.2 Net32 Communications
By entering into this Agreement or using Net32's Services, you expressly consent and agree to accept and receive communications from Net32 and/or Vendors that you transact with, including via email, text message, calls, and push notifications to the cellular telephone number you provided to Net32.
By consenting to being contacted, you understand and agree that you may receive communications (including those generated by automatic telephone dialing systems and/or which will deliver pre-recorded messages) sent by or on behalf of Net32, and/or Vendors, including but not limited to: operational or transactional communications concerning your Account or use of Net32's Services; updates concerning new or existing features of Net32's Services; communications concerning Promotions (defined below) run by Net32, Vendors, or third parties; and news or industry developments concerning Net32, Vendors, or third parties. Standard text messaging charges applied by your cell phone carrier will apply to text messages you receive.
IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, UNSUBSCRIBE FROM NET32'S PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF, INCLUDING CLICKING THE UNSUBSCRIBE LINK PROVIDED AT THE BOTTOM OF THE EMAIL. IF YOU WISH TO OPT OUT OF PUSH NOTIFICATIONS YOU MAY DO SO THROUGH YOUR DEVICE SETTINGS. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT "STOP" FROM THE MOBILE DEVICE RECEIVING THE MESSAGES TO THE PHONE NUMBER YOU RECEIVED THE MESSAGE FROM.
YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING NET32'S SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM NET32 (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), PLEASE CONTACT OUR CUSTOMER SUPPORT LINE AT 1-800-517-1997. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS OR CALLS MAY IMPACT YOUR USE OF NET32'S SERVICES.
2.3 Electronic Records & Signatures
You agree that your electronic signature while using Net32's Services is the legal equivalent of your manual or paper signature. You consent to receive any communications, records, receipts, notices, agreements, documents, and disclosures provided by Net32 regarding your Account and Net32's Services electronically (collectively, "Electronic Communications"). We may provide these Electronic Communications to you via the Site, email, text message, push notification, chat, customer support, or other electronic communications.
In order to access and retain Electronic Communications, you will need at least the following computer hardware and software:
- A device with an Internet connection
- A current web browser
- A valid email address
- Storage space to save past Electronic Communications on your device or an installed printer to print Electronic Communications
In order for us to send you Electronic Communications, you must ensure your contact information and email address is true, accurate and complete at all times. You acknowledge and agree Net32 will be deemed to have provided Electronic Communications to you even if your contact information on file is incorrect, out of date, blocked by your service provider, or you are otherwise are unable to receive Electronic Communications. You can update your contact information at any time by logging into your Account and updating your profile settings, or by contacting Customer Support.
You can withdraw your consent to receive Electronic Communications at any time by sending us an email with the subject line "Withdrawing E-Sign Consent" to [email protected]. However, if you withdraw your consent to receive Electronic Communications, Net32 reserves the right to immediately close your Account as we may be unable to properly facilitate your use of Net32's Services.
2.4 Pricing, Shipping, Billing, Refunds, and Promotions
2.4.1 Pricing of Products Sold Via Net32's Site
As an online marketplace for dental supplies, Net32 uses descriptions and/or images to illustrate the products available for purchase on its Site. These descriptions and/or images are provided for illustrative purposes only and may not reflect the actual packaging, contents, color, etc. of a particular product. Net32 attempts to be as accurate as possible in the Product descriptions or images it uses. However, Net32 is not a supplier and does not itself package, test, or label the Products available on the Platform. Net32 does not warrant that Product descriptions and/or images available on its Site are accurate, complete, reliable, current, or error-free.
You understand and acknowledge that you may incur fees or charges from Net32 or our Vendors in connection with the products purchased through the use of Net32's Services ("Charges"). All Charges will be identified in your cart prior to or during checkout, and in your receipt. Such Charges may include some combination of the following:
- Retail Price — Retail price reflects the highest price published by any Vendor for a given product.
- Sales Tax (see below)
- Other Taxes — You may be charged additional taxes based on applicable laws and regulations. Such taxes may vary depending on the laws and regulations in place at the time of your purchase and will be specified on your receipt.
- Shipping and Handling Charges — the amount the Vendor charges to ship the product(s) you are purchasing.
Prices on Net32's Site are subject to change at any time without notice. No price is confirmed until the checkout process is complete. In the event of a typographic error, error in pricing or error in product description received from our Vendor(s), we shall have the right to refuse or cancel any orders placed for the incorrectly-listed product.
2.4.2 Sales Tax
Net32 calculates, collects, and remits tax on sales made by Vendors of products that are shipped to users located in the states that have enacted Marketplace Facilitator, Marketplace Fairness, or similar laws. These laws shift collection responsibility from the Vendor to marketplaces such as Net32 that facilitate the Vendor's sale.
Marketplace Tax Collection is the process of Net32 automatically calculating, collecting and remitting sales tax on behalf of all sellers for orders shipped to customers in states that have enacted Marketplace Facilitator or similar laws. Sellers cannot opt out of this tax collection. Sellers will not be responsible for remitting sales tax collected on orders sold by them on the Net32 platform in these states.
For orders shipped to customers in all other states, Vendors remain responsible for the determination, collection and remittance of sales tax. Net32 is unable to speak on behalf of a Vendor's tax obligations. Tax information for specific Vendors can usually be found on the vendor detail page under the "Sales Tax" section.
Sales tax is generally calculated based on the total selling price of each item. Depending upon the state's tax laws, the total selling price of the item may include shipping and handling charges.
Although tax is not required to be collected in states where the Vendor is not registered, this does not necessarily mean the transaction is not subject to sales tax. Purchases may be subject to use tax which must be remitted directly to the state by the customer purchasing the item. Purchases are not exempt from sales tax solely because they are purchased on the internet, by catalog or by other remote means. Please contact the tax authorities in your state for additional information about your responsibilities for remitting use tax. Links to all the states' tax administrative agencies can be found at https://www.taxadmin.org/state-tax-agencies.
Please note that amount of estimated tax appearing on an order may differ from the sales taxes ultimately charged at the time of credit card authorization.
2.4.3 Shipping and Handling
Net32 is not responsible for the shipping and handling of products purchased through its Site.
Net32 may provide an Estimated Time to Ship for products based on the historical shipping performance by a Vendor for a given product. Where product level information is not available, Net32 provides the Vendor's overall historical shipping performance for all products sold by that Vendor. Estimated Time to Ship does not include transit time from the Vendor's facility to yours. Estimated Time to Ship is the average shipping performance for the past 90 days and does not represent a guarantee or promise of present or future performance.
Net32 provides a Promised Handling Time for products based on handling time information provided by the Vendor. Net32 encourages vendors to maintain this information but cannot guarantee that the Vendor will meet this performance level.
When you make a purchase via our site, we will ask you for your name, phone number, email address, shipping and billing address, and other information so we can fulfill your order. Please note that we use a third party payment service provider, and by providing this information to us, you are simultaneously providing the same information to our providers.
The payment processing and storage of your credit card information are handled by Stripe, Inc. Stripe will collect your credit card information and charge your credit card for the order, as further detailed below. For more information about Stripe's privacy practices, you can review here. Reviewing these policies will help you understand how Stripe collects, uses and safeguards the information you provide as part of a credit card transaction on our Site.
You agree to provide current, complete and accurate credit card and account information for all purchases made on our Site. You agree to make all payments for any order placed by you.
Net32 is not responsible for your ability to return or receive refunds for any products purchased through its Site. Returns and/or Refunds are subject to the policies set forth by each Vendor as posted on Net32's Site, and each Vendor is responsible for providing any refunds. However, as part of its Services, Net32 will help you arrange for any returns allowed by a Vendors policy. To arrange for a return, contact our Customer Service Department.
From time to time, Net32 may offer certain promotions or contests ("Promotions") that may confer discounts to products purchased from our Site or prizes awarded to contest winners. These Promotions are subject to additional terms and conditions ("Rules") and are incorporated herein by reference. All such Rules will be published on our Site during the period the Promotion is available.
2.4.7 Mobile Data Fees & Usage
Net32 is not responsible for any fees or usage charges related to your access of Net32's Services. Your mobile network's data and messaging rates and fees may apply if you access or use Net32's Services from a device. You are solely responsible for acquiring and updating compatible hardware or devices necessary to access and use Net32's Services and any updates thereto. Net32 does not guarantee that Net32's Services, or any portion thereof, will function on any particular network, hardware, or devices.
3. PRIVACY & CONFIDENTIALITY
3.1 Confidential Information
You agree not to use, disclose, or permit disclosure of, for any purpose other than as stated in this Agreement, (i) any technical, financial, strategic, and other proprietary and confidential information or data relating to Net32's business, operations, and properties; (ii) the technical, financial, strategic, and other proprietary and confidential information or data relating to the business, operations, or properties of any Vendor; (iii) the User Data or Personal Information related to any other User; (iv) any non-public information of Net32, any Vendor, or any User that such party designates as being proprietary or confidential, or of which the other party should reasonably know that it should be treated as confidential (collectively, "Confidential Information"). You agree that all Confidential Information shall remain the exclusive property of the disclosing party. You agree not to disclose or permit disclosure of any Confidential Information to third parties for any purpose except as permitted under these Terms, to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information, to prevent Confidential Information from falling into the public domain, and to return or destroy all Confidential Information of the disclosing party upon termination of this Agreement or at the request of the disclosing party subject to applicable law. In the event Confidential Information is required to be disclosed pursuant to the order or requirement of a court administrative agency, or other governmental body, you agree to provide prompt notice of such court order or requirement to Net32 to enable Net32 to seek a protective order or otherwise prevent or restrict such disclosure.
Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (i) is or becomes part of the public domain at a time it is intentionally disclosed by Net32 or has entered the public domain through no act or omission on the part of the receiving party; (ii) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
3.2 User Privacy
3.3 Restricted Activities
With respect to your use of Net32's Services, you agree that you will not:
- Impersonate any person or entity
- Stalk, threaten, or otherwise harass any person
- Violate any law, statute, rule, permit, ordinance, or regulation
- Post, email, upload, deploy, send, or otherwise make available ("Transmit") any text, graphics, images, music, software, audio, video, code, files, programs, information or other materials ("Content") that is unlawful, harmful, threatening, abusive, harassing, hateful, violent, pornographic, defamatory, libelous, invasive of another's privacy, harmful to minors in any way, or otherwise offensive
- Transmit any Content that advertises any illegal service or the sale of any items which are prohibited by the laws of your state of location, or any other jurisdiction of your location
- Access Net32's Services using unauthorized means, unauthorized applications, or an unauthorized device; or Transmit any Content that attempts to gain unauthorized access to Net32's computer systems, networks, servers, software, hardware, telecommunications equipment, or any other internal or external Net32 infrastructure (the "Net32 Network")
- Interfere with, disrupt, diminish the quality or performance of, or impair the functionality of Net32's Services or the Net32 Network, or Transmit any Content designed to do the same
- Surreptitiously intercept or expropriate any system, data, personal information, or any portion of the Net32 Network or Net32's Services
- Use Net32's Services in any way that infringes Net32's or a third partys rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy
- Modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of Net32's Services or the Net32 Network
- Rent lease, lend, sell, redistribute, license or sublicense Net32's Services or access to our Services
- Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, crawl, scrape, data mine, or in any way reproduce or circumvent the navigational structure or presentation of Net32's Services
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through Net32's Services
- "Frame" or "mirror" any part of Net32's Services without Net32's prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose
- Use or access Net32's Services to design or develop a competitive or substantially similar product or service
- Use or access Net32's Services to copy or extract any features, functionality, or Content
- Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation
Net32 may immediately, without notice, terminate this Agreement and/or stop providing access to its Services if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Net32 believes in good faith that such action is reasonably necessary to protect the personal safety or property of Net32, its customers, or third parties.
4. LICENSING AND INTELLECTUAL PROPERTY
4.1 License Granted By User
At times, you may be allowed post or submit feedback, comments, questions, reviews, and other content or information on Net32's Site. ("User Content"). You are solely responsible for, and the sole owner of the User Content that you upload, publish, display, link to, or otherwise make available on the Net32 Site, and agree Net32 is acting only as an interactive computer service for your publication of such User Content.
User Content may be posted so long as the content is not illegal, obscene, threatening, defamatory, an invasion of privacy, infringement of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of software viruses, political campaigning, commercial solicitation, links to other websites or any form of "spam". You shall not use a false email address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any User Content.
By making available any User Content, you hereby grant Net32 a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free right and license, with the right to sublicense through multiple tiers, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, distribute, broadcast and otherwise exploit such User Content in any media or format, or to prepare derivative works or incorporate into other works such User Content in any media or format. Nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any User Content. You acknowledge and agree that you do not acquire any rights to any research or commercial products that may be developed by Net32 or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your User Content.
You acknowledge and agree that you are solely responsible for all User Content that you make available through or to the Net32 Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available or you have all rights, licenses, consents and releases that are necessary to grant Net32 the above license to such User Content; and (ii) neither the User Content itself, you making it available, or Net32's use of the User Content will infringe, misappropriate or violate any third party rights, including, without limitation, any patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Net32 reserves the right, but is not obligated, to review, monitor, reject or remove any User Content, at Net32's sole discretion at any time and for any reason, without notice to you.
We may, but shall not be obligated to, remove or edit any Submissions, including comments or reviews, for any reason.
Net32 is the owner or licensee of all copyrights in and to the content on this website, including without limitation, (i) all materials, documentation, text, data, graphics, graphs, charts, buttons, photographs, videos, typefaces, music, sounds, HTML code, and interfaces contained on this website; and (ii) the design, selection and arrangement of this website. All rights reserved.
Unless otherwise specified, you are granted a personal, non-exclusive, non-transferable, limited right to access, use, and display this website and the materials provided hereon for the purpose of obtaining and reviewing your account information. Specifically, you are granted permission to view or download a single copy of the material on the website solely to access our services, place orders, and review your account information. When content is downloaded to your computer, you do not obtain any ownership interest in such content, any modifications of the content, or any use of the content for any other purpose than that expressly permitted herein. Ownership of all such content shall at all times remain with Net32 or its licensors. Net32 and its licensors reserve all rights not expressly granted to you. Use of the copyrightable material on this website for any purpose not expressly authorized herein without the prior written permission of Net32 or its licensors is forbidden.
All trademarks, service marks, trade names, logos, and other designations (collectively the "Marks") are the sole property of Net32 Inc., or other third parties that have granted Net32 the right and license to use such Marks. Nothing contained on this website should be construed as granting any license or right to use any such Marks without the written permission of Net32 or such third party that may own the Marks displayed.
5. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT
This Dispute Resolution and Arbitration Agreement shall apply if (i) your country of residence is in the United States; or (ii) your country of residence is not in the United States, but any claims between you and Net32 are brought in the United States.
5.1 AGREEMENT TO ARBITRATE
BY ENTERING INTO THIS AGREEMENT, YOU AND NET32 MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate ("Arbitration Agreement") is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with Net32 ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Net32, including our respective affiliates, subsidiaries, parents, successors and assigns, and each of our officers, directors, employees, agents, or shareholders.
Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A "CLAIM" AND COLLECTIVELY, "CLAIMS") SHALL BE EXCLUSIVELY RESOLVED BY BINDING INDIVIDUAL ARBITRATION SOLELY BETWEEN YOU AND NET32. The term "Claim" means any and all past, present or future disputes, claims or controversies between you and Net32, whether based in contract, statute, regulation, ordinance, tort (including, without limitation, fraud, misrepresentation, fraudulent inducement, negligence or any other intentional tort) or any other legal or equitable theory. The term "Claim" is to be given the broadest possible meaning that will be enforced and includes, without limitation, any and all claims arising out of or relating to: this Agreement and prior versions thereof (including the scope, applicability, breach, termination, enforcement, interpretation or validity thereof); the Site; Net32's Services; your relationship with Net32. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability, interpretation or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
5.3 JURY TRIAL WAIVER.
BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND NET32 ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.
5.4 CLASS ACTION WAIVER.
YOU UNDERSTAND AND AGREE THAT YOU AND NET32 MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS ("CLASS ACTION WAIVER"). YOU UNDERSTAND AND AGREE THAT YOU AND NET32 BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. 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 claims.
5.5 Arbitration Rules and Governing Law.
Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association ("AAA") pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA's website (www.adr.org) (the "AAA Rules") or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person's Claims, or otherwise preside over any form of representative, collective, or class proceeding. As part of the arbitration, both you and Net32 will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator will decide the substance of all claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users of Net32's Services, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law.
5.6 Location of Arbitration.
Unless you and Net32 otherwise agree, the arbitration will be conducted in the county where you reside.
5.7 Arbitrator's Decision.
The arbitrator may award any individualized remedies that would be available in court. 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 claims. The arbitrator will provide a reasoned written statement of the arbitrator's decision which shall explain the award given and the findings and conclusions on which the decision is based. The arbitrators award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction. This arbitration undertaking is made pursuant to and in connection with a transaction involving interstate commerce, and shall be governed by and construed and interpreted in accordance with the Federal Arbitration Act at 9 U.S.C. Section 1, et seq.
Your responsibility to pay any AAA filing, administrative, and arbitrator fees will be solely as set forth in the AAA Rules.
Notwithstanding the provisions of the modification-related provisions above, if Net32 changes this "Dispute Resolution" section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us a notice to [email protected] with "Legal" in the subject line within 30 days of the date such change became effective, as indicated in the "Last Updated Date" above or in the date of Net32's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Net32 in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
By entering into this Agreement and using Net32's Services, you agree to defend, indemnify and hold Net32, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) your violation or breach of any term of this Agreement, or any applicable law or regulation, whether or not referenced herein; (ii) your use or misuse of Net32's Services or Products available therein.
6.2 Disclaimer Of Warranties
NET32 MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE NET32 PLATFORM. NET32 DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF NET32'S SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (B) NET32'S SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH NET32'S SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN NET32'S SERVICES WILL BE CORRECTED, OR (F) THE NET32 NETWORK OR OTHER ASPECTS OF NET32'S SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NET32'S SERVICES ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY NET32. NET32 MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF NET32'S SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF NET32'S SERVICES, AND ANY THIRD-PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Net32's Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Net32 does not guarantee the availability or uptime of Net32's Services. You acknowledge and agree that Net32's Services may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, Shipping and Handling from Vendors may be subject to limitations, delays, and other problems inherent in physical delivery, and Net32 is not responsible for any delays, delivery failures, or other damages, liabilities, or losses resulting from such problems.
6.4 Limitation Of Liability
IN NO EVENT SHALL NET32, INCLUDING ITS LICENSORS, AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY "NET32" FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU OR ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). NET32 SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE, OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, NET32'S SERVICES INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE NET32'S SERVICES, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER, RETAILER, BRAND, SPONSOR, OR OTHER THIRD-PARTY PROVIDER WHOSE ADVERTISING APPEARS ON NET32'S SERVICES OR IS REFERRED THROUGH NET32'S SERVICES, EVEN IF NET32 HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NET32 MAY INTRODUCE YOU TO VENDORS, BRANDS OR OTHER THIRD-PARTY PROVIDERS FOR THE PURPOSES OF PROVIDING MARKETPLACE SERVICES. NET32 WILL NOT ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY VENDOR, BRAND, OR OTHER THIRD-PARTY PROVIDER AND YOU EXPRESSLY WAIVE AND RELEASE NET32 FROM ANY AND ALL ANY LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO SUCH THIRD PARTIES. NET32 WILL NOT BE A PARTY TO DISPUTES, NEGOTIATIONS OF DISPUTES BETWEEN YOU AND ANY THIRD PARTIES.
YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Net32 may give notice by means of a general notice on its Site, email, telephone, text message or by written communication sent by first class mail or pre-paid post to your address on record in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Net32 (such notice shall be deemed given when received by Net32) at any time by sending an email to: [email protected]. Please specify the reason for the email in the subject line so it can be forwarded to the proper department.
This Agreement may not be assigned by you without the prior written approval of Net32 but may be assigned without your consent by Net32 to: (i) a parent or subsidiary; (ii) an acquirer of assets; (iii) a successor by merger; or (iv) any third party that assumes Net32's rights and obligations under this Agreement. Any purported assignment in violation of this section shall be void.
6.7 Export Control
You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither Net32's Services nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using Net32's Services, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
6.8 Term For Cause Of Action
You and Net32 agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Net32's Services or these Terms must be filed within one (1) year after such claim or cause of action arose. Otherwise such claim or cause of action is permanently barred.
6.9 Typographical or Other Errors
While Net32 Inc. makes reasonable efforts to provide information which is accurate, Net32 Inc. does not guarantee that its efforts will always be successful. Therefore, as set forth above, Net32 Inc. does not warranty that its Site will be free of errors and disclaims any liability for such errors.
No joint venture, partnership, employment, or agency relationship exists between you, Net32, or any third party as a result of these Agreements (including Net32's Terms) or use of Net32's Services. If any provision of these Agreements are held to be invalid or unenforceable, you and Net32 agree that such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of Net32 to enforce any right or provision these Agreements shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Net32 in writing.
These Agreements constitutes the entire agreement between you and Net32 and governs your use of Net32's Services, superseding any prior agreements between you and Net32. These Agreements and the relationship between you and Net32 shall be governed by the laws of the State of North Carolina without regard to its conflict of law provisions. In the event that either you or Net32 commence a court action, any such action shall be brought exclusively in the state or federal courts located in Wake County, North Carolina, and you and Net32 both submit to personal jurisdiction there. The section titles or headings in these Terms are for convenience only and have no legal or contractual effect. A printed version of this these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.