YOUR USE OF SERIALIO.COM, RESTOCK.COM & Cloud-in-Hand.COM INTERNET SITES
Please read these terms and conditions carefully before using any of our sites. By using these sites, you agree to the terms and conditions of Service & Use contained herein and that you have the legal authority to accept these terms and conditions. If you do not agree with the terms and conditions, you should not use our site or register for our services. Furthermore, we reserve the right to change these terms and conditions of use at any time, without prior notice. If you are using the site after we post a change, you accept that change. You should check these terms and conditions periodically.
- We have made every effort to present the content on our websites accurately, but additions, modifications, and changes may occur. Content on these websites is provided "as is"; neither Serialio nor its representatives make any representation or warranty with respect to content.
- Prices and availability are subject to change without notice. This copyright notice applies to all proprietary pages, images, text, programs, and other material available throughout these Internet sites (collectively, the "Publication").
Our Internet sites may be used for information purposes only. No part of the information on these sites can be redistributed, copied, or reproduced for commercial or non-personal use without the prior written consent of Serialio . Any information provided to Serialio through these Internet sites or through electronic-mail transmissions becomes the exclusive property of Serialio, shall not be deemed to be confidential, and freely and without restriction may be reproduced, disclosed, published, disseminated or otherwise used by Serialio and its affiliates.
Descriptions of, or references to, products or publications not owned by Serialio or its affiliates do not imply endorsement of that product or publication. Serialio makes no warranties of any kind with respect to such products or publications or the completeness or accuracy of such information. Changes periodically are made to the information contained in these Internet sites. Serialio assumes no responsibility for and disclaims all liability for any errors or omissions in the Publication or in related publications which may be discovered through these Internet sites.
Our Internet sites are available internationally and may contain references to products or services not available in all countries. Reference to a particular product or service does not imply that Serialio intends to make such products or services available in such countries. These Internet sites were developed in the United States of America in accordance with and use of this site shall be governed by the laws of the United States of America.
1. ACCEPTANCE OF TERMS
Serialio Ltd. (Serialio) operates the sites Serialio.com, iScanList.com & Restock.com and provides these Internet sites and any services (Services) to you, subject to the following Terms of Service (TOS). The TOS tell you what you can expect from the use of the Services, and what Serialio expects of you. Serialio may amend the TOS at any time by posting an amended TOS on our website.
2. REGISTRATION OBLIGATIONS
You must register for a membership in order to access the Services or initiate a purchase from our online store. When completing the registration form, you will provide true, accurate, and complete information, and maintain and promptly update this information. If you provide any information that is untrue, inaccurate, or incomplete, or Serialio has reasonable grounds to suspect that the information is untrue, inaccurate, or incomplete, Serialio has the right to delay processing of any order and suspend or terminate your membership including any access to the Services. You are responsible for obtaining access to the Services, which access may involve third party fees (such as Internet service provider charges). In addition, you must provide and are responsible for all equipment necessary to access the Services. You will enter a password and login name during the registration process. You are responsible for maintaining the confidentiality of your password and login name, and are responsible for all activities that occur with your password and login name, including fees incurred and all online purchases made by your login and/or membership on the Services. This means that, unless your password and login name, or credit card is obtained unlawfully or fraudulently, you will be responsible for all fees incurred and purchases made by your membership. You will immediately notify Serialio of any unauthorized use of your account or membership or any other breach of security.
3. MEMBERSHIP, FEES
Individuals may obtain a membership with the Services without paying a fee. Serialio will charge fees to access certain components of our Services. If you must pay a fee to access a component of our Services, this information will be posted by Serialio on the Services and available for sale within our online store. You may use a credit card to pay these fees. When you use a credit card for payment, you represent to Serialio that you are the authorized card holder. For recurring fees, Serialio may charge your credit card each month. For one-time fees, Serialio will charge your credit card once. Serialio reserves the right to change its fees or billing methods. If any change is unacceptable to you, you may cancel your membership, but Serialio will not refund any fees that may have accrued to your membership before you cancel it. Serialio may also charge you for any sales or use taxes to which the Service is subject.
4. PROHIBITED USES
You agree that you will not: impersonate any person, including a Serialio employee or agent either on our Services or any other internet site; violate any local, state, or national law through or while using the Services; harass people through or on the Services; collect or store data about other people, without their authorization, using the Services; use any device, software or routine to interfere or attempt to interfere with the proper working of the Services; take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services; use the Services in any manner other than as expressly authorized in the TOS; reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.
5. OWNERSHIP AND RESTRICTIONS
The license granted in these TOS does not constitute a transfer or sale of Serialios ownership rights in the Serialio Database. Serialio retains all right, title, and interest in and to the Serialio Database including all related intellectual property rights. You will use your best efforts to prevent and protect the contents of the Serialio Database from unauthorized use or distribution. You must not rent, lease, sublicense, sell, assign, loan, distribute, transmit, or otherwise transfer any content of the service, including the Serialio Database, or your rights and obligations pursuant to the TOS. You must not copy, reproduce, alter, modify, create derivative works, or publicly display any content of the Services, including the Serialio Database, unless expressly authorized in the TOS.
8. USER WARRANTY
You represent and warrant to Serialio: (a) that you have full power, authority, and legal capacity to enter into the Agreements and follow its obligations, and if you are registering on behalf of a company or other entity, you have the authority to bind your principal or employer company; (b) you will provide complete and accurate information to Serialio; and (c) you will pay all charges that you incur at Serialios then-current rates.
You will indemnify and hold Serialio, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of your use of the Services, your violation of the TOS, or your violation of any rights of a third party.
10. MODIFICATIONS TO SERVICE
Serialio reserves the right at any time to modify or discontinue, temporarily or permanently, the Services or any part of it with or without notice. Serialio will not be liable to you or to any third party for any modification, suspension, or discontinuance of Services.
Our Services may provide links to third party web sites. Serialio has no control over these sites and is not responsible for their availability, does not endorse them, and is not responsible or liable for any content, goods, or services available from these sites. Serialio will not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any content, goods, or services available through these sites.
13. DISCLAIMER OF WARRANTIES
YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. SERIALIO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT RELATED TO THE SERVICES. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSS OF DATA OR EMAIL THAT RESULTS FROM YOUR USE OF SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SERIALIO OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
14. LIMITATION OF LIABILITY
SERIALIO WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SERIALIO HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SITES OR SERVICES. UNDER NO CIRCUMSTANCES WILL SERIALIOS TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF PROVIDED SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) THE AMOUNT OF SERVICE RELATED FEES PAID BY YOU TO SERIALIO IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THE TOS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
15. TRADEMARK INFORMATION
Serialio, the Serialio.com logo, and other Serialio logos, are trademarks of Serialio. All other product names, designs, logos, titles, words or phrases within this Publication are the trademarks, service marks, trade names or other property of Serialio or their respective owners. You must not display or use them in any manner
Any legal controversy or legal claim arising out of or relating to the TOS or the Services, excluding legal action taken by Serialio to collect fees or recover damages for, or obtain an injunction relating to, Serialios intellectual property or the Services, will be settled by binding and final arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Williamson County, Texas, and judgment on the arbitration award may be entered into any court having jurisdiction. Either you or Serialio may seek any interim or preliminary relief from a court of competent jurisdiction in Williamson County, Texas necessary to protect the rights or property of you or Serialio pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover attorneys fees and costs up to $1000.00.
17. GENERAL INFORMATION
Serialio may provide notices to you pursuant to the TOS through email, regular mail, or by displaying conspicuous notices or links to notices to you available on our sites. The TOS constitutes the entire agreement between you and Serialio and governs your use of the Services, superseding any prior agreements between you and Serialio. You also may be subject to additional terms and conditions that may apply when you use other Serialio products or services. The TOS and the relationship between you and Serialio will be governed by the laws of the State of Texas, without regard to its conflict of law provisions. You consent to the jurisdiction of the state and federal courts located in Williamson County, Texas. The failure of Serialio to exercise or enforce any right or provision of the TOS will not constitute a waiver of the right or provision. If any provision of the TOS is found to be invalid, the other provisions of the TOS will remain in full force and effect. Any claim or cause of action arising out of or related to use of the Services or the TOS must be filed within one (1) year after the claim or cause of action arose or be forever barred.
The following terms are applicable to every transaction made with Serialio.
Orders are not binding upon Serialio until accepted by Serialio.
All claims for shortages must be made by the Buyer in writing within a period of 48 hours from receipt of product. Unless such notice is given within the stated period of time, Buyer agrees that it shall be conclusively presumed that Buyer has fully inspe exists.
Title/Risk of Loss.
Title to the product shall pass to Buyer upon delivery of product to the common carrier (at Seller’s dock) or any other location directed by Buyer. All risk of loss, damage, the products shall be borne by the Buyer at F.O.B. shipping point. No such loss, damage, theft or destruction to the product, in whole or in part, shall impair the obligation of the Buyer under this agreement, all of which shall continue in full force and effect.
Buyer agrees that Seller shall retain a security interest in all product detailed herein and to all product now or hereafter acquired by Buyer, and to any proceeds thereof, until the purchase price and any other changes due to Seller have been paid in its entirety. Buyer agrees to execute any financing statement or other documents that Seller requests in order to protect Seller’s security interest. Upon any default by Buyer of this agreement, Seller shall have all rights and remedies of a secured party under the uniform Commercial code, which right and remedies shall be cumulative and not exclusive.
Unless otherwise agreed in writing by Seller, all credit purchases must be paid in accordance with Seller’s normal terms of sale which are Net 30 from date of invoice. All past due amounts are to a 1.5% monthly financing charge or the maximum permissible under applicable law. All drafts dishonored for any reason shall be assessed a $35.00 service charge. draft issue to Seller, for any reason, Buyer hereby recognizes that seller would suffer damage, the exact amount which cannot be determined with certainty and Buyer shall pay Seller liquidated damages of $500 for each such draft. In the event that Buyer utilizes a credit card to purchase product, Buyer agrees to not unnecessarily dispute such charges and further agrees to use best efforts to resolve any good faith dispute.
The terms for product return are limited to those set forth in Seller return policies and procedures set forth on the Serialio.com website.
Buyer understands that Serialio does not manufacture all products available for purchase by Buyer and the only warranties offered these products are those of the manufacturer of the respective product, not Serialio. In purchasing the product, Buyer is relying on the manufacturers specifications only and is not relying on any statements, specifications, or photographs representing the p be provided by Serialio. Serialio and its affiliates hereby expressly disclaim all warranties express or implied, related to products sold by third parties or affiliates of Serialio, including, without limitation, any warranty of merchantability or fitness for a particular purpose, or warranty of non disclaimer does not affect the terms of the manufacturer’s warranty, if any.
Events of Default.
Buyer shall be in default under this agreement upon the happening of any foll events or conditions: (a) Default by Buyer on payment of any installment, invoice, bill or any other indebtedness or obligation now or hereafter owned by Buyer to Seller under this agreement; (b) Default in the performance of any obligation, covenant or liability contained in this agreement or any other agreement or document with Seller; (c) Any inaccuracy warranty, representation or statement made or furnished by Buyer, and (d) Dissolution, termination of existence, discontinuance of Buyer’s business insolvency, business failure, or appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by Buyer or the commencement of any proceedings under any bankruptcy reorganization or arrangement laws by or against Buyer or the attachment, levy, seizure or garnishment of any of Buyer’s property, rights, assets (contingent or otherwise) or the product.
Remedies of Seller.
- In General. Upon the occurrence of any event of default or at any time thereafter, Seller may, at its option an without further notice, exercise one or more of the following remedies as Seller in its sole discretion shall elect: (1) Demand or, without demand, sue for amounts then due or thereafter accruing under any invoice, bill or other documentation evidencing indebtedness: (2) Suspend deliveries as to any or all product: (3) Take possession of the product whenever found and for this purpose enter upon any premises of Buyer and remove the product, without court order or other process of law, without any liability for damages, suit, action or other proceedings by the Buyer for such entry and/or removal: (4) Cause Buyer, at its expense, to promptly return the product to Seller in good, like-new condition: (5) Sell the goods, or any part thereof at public or private sale (for cash or credit) at such time or times as Seller shall determine, free and clear of any rights of Buyer, and if notice thereof is required by law, any notice in writing of any such sale by Seller to Buyer not less than ten days prior to the date thereof shall constitute reasonable notice thereof to Buyer: (6) Exercise any rights accruing to Seller under any applicable contract or law upon a default by Buyer.
- Mitigation of Damages. Should Seller repossess any of the product because of a default by Buyer, Seller may make a commercially reasonable effort to sell product at a reasonable price to a third party, provided, however, that Seller shall have no obligation to actively seek out and solicit potential sellers and Buyers for said goods.
- Collection Costs. In the event of any default on the part of Buyer hereunder, Buyer shall pay any and all collection costs, including reasonable attorneys fees incurred by Seller.
- Rights and Remedies Not Exclusive. No right or remedy conferred upon or reserved to Seller by this agreement shall be exclusive of any other right or remedy herein or by contract or law provided, all rights or remedies conferred upon Seller by this agreement and by law shall be cumulative and in addition to every other right or remedy available to Seller.
- Time of the Essence. Time is of the essence of this agreement.
- Indemnification. The Buyer agrees to and shall indemnify, defend and hold harmless Seller, its employees and agents for and against all claims, lawsuits and losses from any third party using the product provides under this agreement. Any defense provided hereunder shall be by counsel of Seller’s choice.
Limitation of Liability.
In the event that a products’ malfunction leads to damage or injuries to the product, to the Buyer’s business, the end-user’s business, to other equipment, or residence, or to employees or to other persons, Seller shall not be liable for such damages or injuries. Buyer understands and agrees that if Seller shall be found liable for loss or damage due from failure of Seller to perform any of Seller’s obligations hereunder or the failure of the product in any respect whatsoever, Seller liability shall be limited to $250.00 and this liability shall be exclusive, and that the provisions or this section shall apply if loss or damage, irrespective of cause or origin, results directly or indirectly to person or property, from performance or non-performance of Seller obligation, breach of express or implied warranty, or from negligence, active or otherwise, Seller, its agents, servants assignees or employees. In no event shall Seller be responsible for any other damages, including special or consequential damages.
This agreement and all rights, obligations and performance hereunder may not be assigned without prior written consent of Seller.
No failure on the part of Seller to exercise, and no delay in exercising any right hereunder, will operate as a waiver thereof, nor will any single or partial exercise of any right hereunder by Seller preclude any further exercise of any other right.
If any section, term, condition or portion thereof shall be found to be illegal or void as being against public policy, it shall be stricken and the remainder of this document shall stand as the original.
This agreement otherwise, shall be construed and enforced in accordance with the laws of Texas. All claims, actions, disputes, controversies or suits shall be litigated exclusively in the courts of Texas.
The parties intend this agreement to be a complete statement of the terms of their agreement and replaces and supersedes any prior agreements between them with respect to the subject matter hereof. No course of prior dealings or usage of trade shall be relevant to amend or interpret this agreement. This agreement may not be changed, modified or amended except by an instrument in writing signed by Seller and Buyer.