Subject to these Terms of Service (this "Agreement"), Buyopulse Inc. ("buyopulse", "we", "us" and/or "our") provides access to buyopulse's Services. "Services" means, collectively, any products or services made available by buyopulse provided that, your use of certain Services requires acceptance of additional terms as set forth in this Agreement. By using or accessing our Services, you acknowledge that you have read, understand, and agree to be bound by this Agreement.
If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the term "you" shall refer to such entity. If you do not have such authority, or if you do not agree with this Agreement, do not accept this Agreement or use the Services.
IMPORTANT: PLEASE REVIEW THE MUTUAL ARBITRATION CLAUSE SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH BUYOPULSE THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT , YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS MUTUAL ARBITRATION CLAUSE.
Your Use of Our Service
As long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use our webiste and services, solely to access the Services provided, however, that this does not constitute a sale or any copy thereof of our services or website, and as between you and us, we retain all right, title and interest in services provided. You agree that you will not copy, reproduce, republish, frame, download, transmit, modify, display, reverse engineer, sell, or participate in any sale of, rent, lease, loan, assign, distribute, license, sublicense, or exploit in any way, in whole or in part, Our Content, the Services, except as expressly stated in these Terms.
- You must not change, modify, adapt, or alter the Service or change, modify, or alter another website so as to falsely imply that it is associated with the Service or with us.
- You shall not access, attempt to access, or use any private Application Programming Interface ("API") of the Service through any means not explicitly authorized by us. Any unauthorized access or use of our APIs shall constitutes a material breach of our services.
- You must not interfere with or disrupt the Service, servers, or connected networks by transmitting harmful code or content. You may not alter how our pages display in browsers or devices.
- You must not restrict other users from using the Service or encourage violations of these Terms.
Violation of these Terms may, in our sole discretion, result in termination of your account. Furthermore, we reserve the right to investigate and prosecute violations of any of these Terms to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting Users who violate the Terms. You acknowledge that we have no obligation to prescreen or monitor your access to or use of our Service or any information, materials or other content provided or made available through our Service, but has the right to do so. You hereby agree that we may, in the exercise of our sole discretion, remove or delete any data, accounts or other content that violates these Terms or that is otherwise objectionable.
Guarantee & Warranty
You acknowledge that the Buyopulse Platform is provided to You on an “as is” and “as available” basis, without warranty of any kind, express or implied, including, but not limited to, fitness for a particular purpose, availability, security, title, non-infringement or backward compatibility. No oral or written advice given by Buyopulse, its dealers, distributors, suppliers, employees or subcontractors shall create a warranty or in any way increase the scope of this warranty and You may not rely upon such information or advice.
You hereby acknowledge and agree that, notwithstanding our reasonable efforts to accurately display all products featured on the Site, due to inherent technical variations in users' display equipment, including but not limited to monitor resolution, color calibration, brightness settings, and other hardware configurations, we expressly disclaim any liability for discrepancies in the size, shape, color, texture, or other visual characteristics of the products as they appear to end users. Such variations shall not constitute a breach of contract or warranty, nor shall they serve as grounds for product returns or exchanges based solely on such visual discrepancies.
The issuance of an electronic order confirmation constitutes merely an acknowledgment that your order request has been received by our systems and shall not be construed as an acceptance of your offer to purchase or as a binding contract for sale. We hereby reserve the right, at our sole and absolute discretion, to:
- (i) impose quantity limitations on any item(s)
- (ii) decline to fulfill any order in its entirety
- (iii) prohibit sales to entities or individuals reasonably believed to be purchasing for resale purposes;
- (iv) correct any typographical, graphical, or pricing errors without prior notice
- (v) modify our delivery policies, procedures, timeframes, and associated fees at any time without prior notification. Any such actions taken pursuant to this provision shall not constitute a breach of contract or give rise to any claim for damages or specific performance
Payments
All payments shall be made in United States Dollars (USD) and are applicable only to customers within the United States of America. You will pay all applicable federal, state, and local taxes, duties, and similar fees as required by US law; when BUYOPULSE has the legal obligation to collect such taxes, the appropriate amount shall be paid by you directly to BUYOPULSE. These terms apply exclusively to transactions occurring within the United States and are not applicable to international purchases. You will reimburse BUYOPULSE for any pre-approved and agreed upon costs. This agreement is governed by US law and is intended solely for US-based customers.
We are not a payment processor. To the extent that Your use of Our services is subject to the Payment Card Industry Data Security Standards (PCI DSS), you acknowledge that you are responsible for maintaining and monitoring compliance with PCI DSS requirements as prescribed by the PCI Security Standards Council as may be amended from time to time.
Termination of Service
We reserve the absolute right to terminate this Agreement or your use of our services at any time, with or without notice, for any reason.
Subject to terms of this Agreement, your use of our services will commence on your acceptance of this Agreement and will continue for as long as the Services are being provided to you under this Agreement.
If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Our failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL BUYOPULSE BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) OUR CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY BUYOPULSE OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF BUYOPULSE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL BUYOPULSE BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL BUYOPULSE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS.
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES, OR INJURIES THAT ARISE OUT OF OUR ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, SERVICE, PROPERTY, PRODUCT, OR OTHER CONTENT OWNED OR CONTROLLED BY BUYOPULSE, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY BUYOPULSE.
WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE BUYOPULSE FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
Governing Law, Disputes, Arbitration
This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.
You acknowledge that this Agreement is a contract between you and Buyopulse, even though it may be electronic and may not be physically signed by you and Buyopulse, and it governs your use of the Services.
You and Buyopulse each irrevocably and unconditionally consent to the exclusive jurisdiction of the federal and state courts located in the state of Delaware for all proceedings arising out of this contract or related to the parties' relationship, and you and Buyopulse agree to only institute such proceedings in those courts. You and Buyopulse also waive any objection to venue in those courts based on improper venue. You and Buyopulse agree that a final judgment (subject to appeals) in any such proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in another lawful manner.
Miscellaneous
You may not issue any press releases or make any other public statements regarding the Agreement, our Platform or the relationship between You and Buyopulse Inc, without Buyopulse express prior written consent, which may be withheld at Buyopulse sole discretion.
You may not assign or subcontract any of Your rights or obligations under the Agreement to any third party without Buyopulse prior written consent. We may assign or subcontract any of its rights or obligations under the Agreement at its sole discretion. Only You and us and Your and our permitted assignees or successors may enforce the terms and conditions of the Agreement, except as expressly provided in the Agreement to the extent that any third party stipulation is contained the Agreement.
A failure by Buyopulse to give notice to You of any breach or non-fulfillment of any provision, term or clause of the Agreement shall not constitute a waiver thereof, nor shall the waiver of any breach or non-fulfillment of any provision, term or clause hereof constitute a waiver of any other provision, term or clause thereof.
This Agreement constitutes the entire agreement of the parties hereto and supersedes all other agreements between us "Buyopulse" and You relating to its subject matter (whether oral or written and whether expressed or implied). You expressly agree that any different or additional terms set forth in any purchase order, portal, code of conduct, or other similar documentation provided by You shall not be applicable in the relationship between You and us even if signed, acknowledged or accepted by Buyopulse, unless we specifically references this clause and waives its rights.
No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has any authority of any kind to bind the other party in any respect whatsoever.
The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the parties that this Agreement will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.
Notwithstanding the foregoing, You acknowledge that these Terms and our Policies may be modified from time to time without prior notice to You. Such modifications will be effective upon posting or otherwise notifying You, e.g. by using the appropriite email address used for Your registration or purchase.