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    • AXYZ GLOBAL TERMS OF SERVICE AND TERMS OF SALE

    Last Updated: May 1, 2024

     

    Axyz Technologies Inc., together with its affiliates and subsidiaries (“Axyz”,“we”, “us”, and “our”), owns and operates AxyzShops.com, AxyzNetwork.com, attn.shop, and POV.shop (the “Sites”), and offers related services, including providing a network of e-commerce brands offering products for sale on the Sites (the “Axyz Network” or “Network”) and facilitating the purchase of products through the Services (collectively, the Sites, Network, and other Axyz services are referred to as the “Services”).

     

    PLEASE READ THESE TERMS OF SERVICE AND TERMS OF SALE CAREFULLY BEFORE USING THE SERVICES. 

     

    Your Acceptance of these Terms

    By accessing or using any part of the Services, including, but not limited to, by purchasing a product as a customer from our Sites or offering a product for sale as a Brand (defined below) in our Network, you agree to be bound by these Axyz Global Terms of Service and Terms of Sale (the “Terms”) and any other purchase terms or policies made available on the Services that apply to you, all of which are incorporated herein by reference (collectively, the “Agreement”).

    These Terms constitute an agreement between you and Axyz, and govern your use of the Services, including, but not limited to, your purchase of products through the Services. By using the Services, you affirm that you are able and legally competent to agree to and comply with these Terms. If you do not agree to these Terms or if you are not legally competent to agree to them, then you may not use the Services.

    Please note that the section below entitled “Legal Disputes” contains an arbitration clause and class action waiver. Unless you opt out in accordance with that section, by using the Services, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions.

    The section below entitled “New Jersey Residents” contains an important message to residents of New Jersey.

    The Services may contain links to third-party sites and services that are not under the control of Axyz. Axyz makes no claims and accepts no liability or responsibility for the quality, nature or reliability of any third-party sites or services that are accessible through links to or from the Services. You are responsible for reviewing and abiding by the applicable terms of service and privacy notices applicable to any such third-party sites and services.

     

    Privacy Policy

    Please review our Privacy Policy, which is incorporated into these Terms and also governs your use of the Services. To the extent there is a conflict between the terms of the Privacy Policy and these Terms, the applicable provisions of these Terms shall control.

     

    Changes to these Terms

    Axyz reserves the right to change these Terms, our Privacy Policy and/or the Services at any time. When we post modifications to these Terms, we will revise the "Last Updated" date at the top of this page. We may change, suspend or discontinue the Services or any feature or portion of the Services at any time. We may also impose additional terms or limitations on certain features, products and/or the Services, or restrict your access to all or part of the Services for any reason or no reason. The modified Terms will be effective immediately upon posting on the Services. We encourage you to periodically review this page for the latest version of the Terms that apply to your use of the Services. By continuing to use the Services or otherwise engaging with Axyz following the date that such updated Terms were posted, you agree to follow and be bound by the new Terms as revised. The revised Terms supersede all previous versions, notices or statements regarding the Services as of the “Last Updated” date above. 

     

    Your Account

    In order to use certain features or portions of the Services, you will be required to register for a user account (“Account”) with a username and email address, and select a password. Accounts may be a “Customer Account” used to purchase any product from our Sites; or a “Brand Account” used by a  brand in our Network to offer products for sale through our Services (“Brand”). You may not use the name, email or other personal information of another person or entity with the intent to impersonate them. 

    To create a user Account on the Services, you must be 18 years of age or older. Users who are age 13 or older are permitted to use the Services to browse and make purchases through an Account owned by their parent or legal guardian, but only if they have the permission and direct supervision of their parent or legal guardian who is also the Account owner. Brand Accounts may only be used and operated by users who are 18 years of age or older. If you believe that a child under the age of 13 has used the Services and/or provided us with any information, please contact us at accountuser@axyzshops.com.

    IF YOU ARE A PARENT OR GUARDIAN THAT PROVIDES CONSENT TO YOUR THE USE OF THE SERVICES BY YOUR CHILD BETWEEN THE AGES OF 13 AND 17, YOU AGREE TO BE BOUND BY THESE TERMS IN RESPECT OF THEIR USE OF THE SERVICES.

    You alone are responsible for maintaining the confidentiality of your password and Account and will be fully responsible for any and all purchases and activities that occur through your Account. You agree to immediately notify us of any unauthorized use of your Account or any other actual or suspected breach of account security. Axyz will not be liable for any loss or damage arising from unauthorized use of your Account, or for your failure to comply with this Section.

    You may submit a request to delete your Customer Account at any time by sending an email to accountservices@axyzshops.com with the subject line “Delete My Account” or through your privacy settings in your Customer Account. For Brands in our Network, you must contact us through the Brand Support Team to request deletion of your Brand Account. For more information on Account deletion, please see our Privacy Policy.

    Axyz reserves the right to terminate, remove, delete, modify, or refuse any user Account or revoke any user’s access to the Services or any portion of the Services for any reason or no reason, including, but not limited to, as a result of a violation of these Terms.

     

    Product Information

    Axyz attempts to ensure that information about the Brands and the products they offer on the Services is as complete, accurate and current as possible. However, we are unable to make any representation or warranty that the product descriptions or any other content on the Services is accurate, complete, reliable, current, or error-free. Information related to the specifications or features of a product and similar descriptive information is approximate and is provided for convenience purposes only. All nutrition, ingredient, allergen, and other product information is provided by the product manufacturers and/or suppliers, and it is possible that manufacturers may modify their products and update their labels, and that those changes may not be reflected on the Services.

    We recommend that you do not rely solely on the product descriptions or other information made available on the Services, and that you review the individual product label and accompanying materials or contact the manufacturer directly if you have questions or would like further information about the product. Product information on the product packaging and/or related materials may contain more and/or different information than what is made available on the Services. 

    All product information made available on the Services is subject to change at any time without notice. If a product offered on the Services is not as described, your sole remedy is to return the product if eligible and  in accordance with the Axyz Shipping, Return & Refund Policies for Customers.

     

    Customer Purchase and Sale Transactions

    Pricing

    Prices for products made available for purchase on the Services are in U.S. currency only, exclusive of taxes and shipping charges. All prices and offers remain valid as advertised from time to time. Axyz, in its sole discretion, may offer discounts or incentives which may appear once a product is added to your checkout ‘bag.’ While Axyz and our Brands do our best to provide accurate pricing, we may discover an error in pricing on some rare occasions. If the correct price for a product in your order changes to become higher after order submission, we will contact you and ask you to confirm that you wish to proceed with the order at the amended price. We reserve the right to cancel such an order that has been accepted and will not be under any obligation to accept or fulfill an order for a product that was advertised at an incorrect price. If the order is cancelled, we will process a refund of the full amount as soon as reasonably possible and within five (5) business days. Prices and availability are subject to change without notice, and may be adjusted at any time by Axyz in its sole discretion.

    Payment Processing

    To make a purchase on the Services, you may use third-party payment providers such as Apple Pay, Google Pay, Cash Pay, PayPal and AfterPay (depending on jurisdiction, some exceptions apply) and the major debit and credit cards as provided for on the Site from time to time, and provide a valid payment card number and other billing information, which is processed by our third party payment processors. You may be redirected to third-party payment provider’s websites to complete payment and return to the Site to complete the checkout. You agree that Axyz will not be responsible for payments processed by third-party payment providers on their external websites, or your accounts with these external providers. For more information on how personal information is collected and processed in connection with payments, please see our Privacy Policy.

    Order Eligibility

    In order to make purchases on the Sites, you must either (i) use a Customer Account, or (ii) if you place an order without a Customer Account, be 18 years of age or older, be lawfully able to enter into and form contracts on the Internet in accordance with the laws of the State of California and have a shipping address within the United States or its territories with a U.S. zip code. At this time, you cannot place an order on the Sites from outside the U.S., or ship to an address outside the U.S. 

    Placing an Order

    When placing an order, please follow all the instructions on the Services. All orders are subject to acceptance and availability. Any products in your checkout ‘bag’ are not reserved and may be purchased by other customers until your order is complete and accepted by us.

    Axyz offers products for sale on the Services that are fulfilled by Brands and are subject to the availability of stock and availability for shipping by the Brands. Axyz holds no inventory. While Axyz and the Brand makes every effort to maintain accurate stock information, if the product becomes unavailable after you place an order, Axyz may, in its sole discretion, offer you the option of changing your order to a “pre-order” for future delivery once the product becomes available or cancel your order. 

    In other instances Axyz may, in its sole discretion, from time to time, offer you the opportunity to place in advance a “pre-order” for certain products which may ensure that you receive the item on a priority basis from the Brand once the products become available. Terms of sale governing pre-orders are the same as those for any other purchase from the Services. When you submit an order to us through the Services, you agree that you do so expressly subject to the Agreement as of the date you submit your order. You are responsible for reviewing the latest version of the Terms each time you submit an order.

    Order Acceptance

    You agree that when you place an order through the Services, your order is an offer to buy the products listed in your order under the terms of the Agreement. All orders must be accepted by Axyz or we will not be obligated to sell the products to you. The inclusion of any product on the Services does not warrant or imply that such product will be available for purchase. 

    Without limiting the foregoing, Axyz reserves the right, in its sole discretion, to do any of the following, for any reason or no reason:

    • Refuse or cancel any order, even after we have sent a confirmation email with your order number and the details of the products you have ordered;
    • Refuse service to any customer;
    • Delay any purchase and/or require verification of information prior to the acceptance of an order;
    • Revoke any stated offer;
    • Limit quantities on any order or product; and/or
    • Correct any error, inaccuracy, or omission (including after an order has been submitted).

    If Axyz cancels your order after your payment method has been charged, we will issue a refund in the amount of the original charge. Axyz will attempt to contact you via the contact information provided in your order if all or any portion of your order is canceled or if additional information is required to enable Axyz to accept your order.

    Purchases

    When you submit an order to purchase a product on the Services and your order is accepted by Axyz, you are obligated to remit payment to Axyz, including any shipping charges indicated on the checkout page. By submitting your payment  information, you authorize Axyz and its service providers to store that information and charge you for any products purchased. Axyz does not store your credit card information on our Services, but we rely on third-party payment processors to do so. For more information about the information that Axyz collects and how it is used, please see our Privacy Policy. 

    BY MAKING A PURCHASE ON THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD(S) OR OTHER PAYMENT METHOD(S) YOU PROVIDE IN CONNECTION WITH THE TRANSACTION.

    Taxes

    Purchased items may be subject to applicable sales and other taxes, which are based on several factors, including price, location, and federal, state, local, or other applicable rates at the time the purchase is made. Taxes are not included in the listed price for products available for purchase on the Services, but will be displayed on the final checkout page before your order is submitted. If taxes do not appear in your checkout, the item you are purchasing for delivery to your jurisdiction may be non-taxable or Axyz is not required to collect sales tax under those jurisdictions.

    Shipping

    When you place an order through the Services, the order is sent to each Brand for fulfillment and shipping. Please check each individual product page for specific shipping and delivery options applicable to a Brand. All orders are shipped by standard shipping using the Brand’s chosen carriers. No expedited shipping is offered through the Services at this time. Please refer to Shipping Terms referenced in the footer of the Sites for shipping charge information and shipping restrictions. You agree to pay all shipping charges indicated during the ordering process. 

    Axyz does not manufacture, possess, have title to, or prepare or ship any products to fulfill orders placed on the Services.  

    You will be provided with a tracking link to track the status of your order through an Order View tracking page. Once a product is delivered to you, or if a signature is required, delivery is signed for by you or by someone at the delivery address, responsibility for your purchased product(s) passes to you. Upon delivery of an order, you agree to inspect the product for the correct quantities and any obvious defects or damage. Please note that it may not be possible for Brands or carriers to deliver to some locations. If this is the case, we will email you at the contact information provided and arrange for cancellation of the order or an alternative delivery address. Shipping and delivery dates are estimates only and cannot be guaranteed. Neither Axyz nor our Brand partners are responsible or liable for any shipping delays.

    Returns and Refunds

    If you wish to return a product, you must determine whether the product is eligible for return under the Axyz Return & Refund Policy on the Site from which you purchased. Brands that offer their products on the Services have the discretion to designate which products are not returnable or ‘final sale.’ You are responsible for checking those conditions for return and refund located on each product page before making a purchase. We highly recommend you save a copy of these Terms and the relevant Brand’s return conditions when you place an order.

    To request a return, replacement or refund, you must submit a Return Request, following the instructions in the Axyz Return & Refund Policy on the Sites. Returning products is always at your risk. You will be responsible for damage caused to the product in transit if the damage is due to inadequate packaging or if the product is lost in transit. It is your responsibility to make sure your return package is adequately packaged and insured. 

    If your return request is approved and all conditions for the refund under the Axyz Return & Refund Policy are met, Axyz will process the refund within five (5) business days of the return request.

     

    Manufacturer and Supplier Warranties

    As described below under “Warranties and Disclaimers,” Axyz itself does not offer warranties or guarantees on any product made available on the Services. In some cases, product manufacturers or suppliers may provide product warranties. Please note that manufacturer and/or supplier warranties may not apply in all cases, and you will have to review the terms of any applicable warranties carefully to determine whether and how they apply to your purchase.

    If a product offered for sale on the Services has a product warranty, you will find that information in the product detail section of the product page. If you would like to request a copy of the applicable warranty for a product offered for sale on the Services, you can also reach out to our Customer Support Team through the Customer support chat found on each shop powered by Axyz (such as attn.shop or POV.shop) or at www.AxyzShops.com. If you do reach out to Axyz for warranty information, please provide the following information in your request: the brand, product name, and the shop in which you found the product.

    Please review any applicable product warranty information carefully and contact the manufacturer or supplier directly (as applicable) if you have any questions about the warranty being offered. 

     

    Warranties and Disclaimers

    Health Disclaimers

    The products offered for sale on the Services are not intended to diagnose, cure, mitigate, prevent or treat any disease or health condition.

    The Service Content (as defined below), including all product descriptive information, is provided for general informational and educational purposes only, and is not medical advice. Comments and feedback submitted by users on the Services related to product uses and/or effectiveness are based on customer opinions only and should not be relied upon to treat a medical condition or otherwise substituted for qualified medical care. Please consult your healthcare provider if you have any questions about a particular health condition.

    Please read all product labels, ingredient lists, and warnings carefully and follow the applicable directions for use. If you have a specific allergy or sensitivity, do not use products containing ingredients that may trigger a reaction. Axyz shall not be liable for any reaction you may have to a product and/or ingredient. 

    General Disclaimers

    The availability of products offered on or through the Services does not indicate an affiliation with or endorsement of any product or manufacturer. Statements and promotional materials posted or otherwise made available by the Axyz Partners (as defined below) on social channels or other third-party sites and platforms are the opinions of the Axyz Partners only, and do not necessarily represent or reflect the opinions or beliefs of Axyz.

    Axyz does not manufacture, possess, have title to, or control any of the products offered on the Services. Axyz does not provide any warranties with respect to the products or services offered on the Services. To the fullest extent provided by applicable law, Axyz has no responsibility or liability for any Brand or their products or representations. 

    The products and services offered on the Services may, in some cases, be covered by applicable manufacturer or supplier warranties where detailed in the product listing and/or included with the product once you receive it. For more information on applicable warranties for a particular product, please see the section above entitled “Manufacturer and Supplier Warranties.” THIS SECTION AND THE DISCLAIMERS CONTAINED HEREIN DO NOT APPLY TO PRODUCT WARRANTIES OFFERED BY PRODUCT MANUFACTURERS AND/OR SUPPLIERS (WHERE APPLICABLE). 

    THE SERVICES, INCLUDING ALL PRODUCTS AVAILABLE ON THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF SERVICES AND ANY CONTENT OR INFORMATION MADE AVAILABLE THROUGH THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXYZ EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. 

    WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AXYZ MAKES NO WARRANTY OR GUARANTEE: (A) THAT YOU WILL BE ABLE TO VIEW THE SERVICES, PURCHASE OR SELL ANY PRODUCTS THROUGH THE SERVICES, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR REQUIREMENTS; (B) THAT THE SERVICES OR THE INFORMATION, CONTENT, OR PRODUCTS (INCLUDING SOFTWARE) MADE AVAILABLE ON OR THROUGH THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (C) THAT THE QUALITY OF ANY GOODS, SERVICES, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; (D) REGARDING THE AUTHENTICITY, QUALITY, SAFETY, OR LEGALITY OF ANY PRODUCTS OFFERED, SOLD OR PROMOTED THROUGH THE SERVICES (INCLUDING, BUT NOT LIMITED TO, NUTRITION, INGREDIENT, AND ALLERGEN INFORMATION), AND/OR THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY SERVICE CONTENT, INCLUDING, BUT NOT LIMITED TO, PRODUCT LISTING PAGES OR OTHER PROMOTIONAL MATERIALS.

    YOU FURTHER AFFIRM THAT AXYZ SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S AND/OR SUPPLIER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU (WHERE APPLICABLE).

    PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES, SO SOME OR ALL OF THE DISCLAIMERS AND LIMITATIONS ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE DISCLAIMERS ABOVE SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

     

    Intellectual Property Rights 

    The Services contain valuable trademarks and service marks owned and used by Axyz, including, but not limited to, “Axyz” and the Axyz design logos (collectively, the “Axyz Marks”). Any use of the Axyz Marks without the prior express written consent of Axyz is strictly prohibited. 

    All content or other materials appearing on or made available through the Services, including, but not limited to, the Axyz Marks, other company, product, and service names and logos, arrangement and layout of the Sites, brand and product information, descriptions, and photos, and all other images, text, graphics, buttons, screenshots, music, digitally downloadable files, and other content or material (“Service Content”), is the sole property of Axyz and/or its licensors, the Brands, and/or the Axyz partners, which may include influencers, online content creators, advocacy groups, charitable organizations, and other online publishers (“Axyz Partners”), and is protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. 

    Except with the prior express consent of Axyz, you agree that you will not copy, modify, scrape, distribute, create derivative works, or do or perform any other action to the Service Content. Any use of the Services or the Service Content other than as specifically authorized by these Terms or or by another written agreement with Axyz and/or with the Brand or Axyz Partner that owns such content (as applicable) is strictly prohibited. All goodwill generated from the use of Axyz Marks will inure to the exclusive benefit of Axyz. Any rights in the Service Content and Services not expressly granted herein are hereby reserved. 

     

    User Content

    As between you and Axyz, and subject to the terms of the license below, you own all right, title and interest in and to all content and materials that you submit or post to the Services, including, but not limited to, content or materials you provide through your Account, and/or your email content, direct messages and other communications uploaded or sent through or in connection with the Services (“User Content”).

    By submitting User Content to Axyz, you hereby grant to Axyz the right and license to use, reproduce, distribute, edit, modify, translate, reformat, prepare derivative works based upon, publicly display, publicly perform and otherwise exploit (including, but not limited, to digitally, over the Internet, and on broadcast television or any other uses or media) your User Content, in whole or in part, for the purpose of performing the Axyz Services and otherwise in connection with our internal business purposes. Nothing in the Agreement between us will prevent or impair our right to use your User Content without your consent to the extent that such use is allowable without a license from you under applicable law (for example, fair use under United States copyright law, nominative fair use under trademark law, or with a valid license from a third party). 

    By submitting User Content to the Services, you represent and warrant to Axyz that: 

    • Your User Content does not and shall not violate any copyright, trademark, trade secret, patent or other intellectual property right, any right of privacy or publicity of any third party, or any applicable law, rule or regulation;

    • You own or have the legal right to use and authorize the use your User Content as described in these Terms, including written consent to use any brand, logo, trademark, or product, or the name, voice, likeness, personal attributes, or any other applicable personal rights of each identifiable person featured or referenced in your User Content; and

    • Your User Content does not and shall not violate these Terms, including our Acceptable Use Policy set forth below.

    Axyz reserves the right to suspend, remove, modify or block any User Content at any time for any or no reason, including, but not limited to, any User Content that Axyz determines, in its sole discretion, violates the Agreement or any applicable law, rule or regulation. Axyz further reserves the right to monitor User Content or other content sent to or through the Services, but is under no obligation to do so.

    Axyz does not endorse any User Content or any opinion, recommendation, claim, or advice expressed therein, and all User Content made available on the Services is the sole responsibility of the owner of such User Content.

     

    Communications and Feedback

    You agree that your User Content, including all feedback, questions, comments, and suggestions, is not considered confidential and will be treated as public information. Axyz is under no obligation to protect User Content from disclosure. Axyz shall be free to use any ideas, concepts, know-how, content or techniques contained in your communications with us for any purpose whatsoever, including, but not limited to, the improvement, development, production and promotion of Axyz products and services.

     

    Acceptable Use Policy

    By submitting, uploading, or otherwise transmitting any User Content and by otherwise using the Services, you represent and agree that: 

    • Your User Content is not protected by or otherwise subject to any third-party intellectual property or proprietary rights (including any privacy and publicity rights), except to the extent that you have permission from the rightful owner to grant all of the rights granted herein with respect to such User Content;

    • You will not use the Services or provide User Content in any way that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable;

    • Your User Content and use of the Services shall not promote, encourage or support violence, hate, or discrimination against any other person or group for any reason, including, but not limited to, discrimination or abuse based on race, ethnicity, nationality, age, religion, disability, sexual orientation, or gender identity;

    • You will not impersonate any person or entity, or misrepresent your affiliation with another person or entity, such as falsely implying sponsorship or endorsement by such person or entity;

    • You will not disparage or make unsubstantiated claims about Axyz, the Services, the Brands, the Axyz Partners, or any other person or entity, or any of their products or services;

    • You will not disparage or make unsubstantiated claims about Axyz, the Services, the Brands, the Axyz Partners, or any other person or entity, or any of their products or services;

    • You will not use the Services or information contained on the Services to submit, upload, post, email or otherwise send or transmit any unauthorized or unsolicited advertising, promotional materials, junk mail, pyramid schemes, or any other form of solicitation;

    • You will not transmit or attempt to transmit any viruses, worms, defects, Trojan horses or other computer code or items of a contaminating or destructive nature through or in connection with the Services that interrupt, destroy or limit the functionality of the Services or any other computer software or hardware or telecommunications equipment;

    • You will not interfere with or attempt to interfere with the proper working of the Services or the use and enjoyment of the Services by other users;

    • You will not harvest, collect, store or use information, including personal information, about other users of the Services by electronic or other means;

    • Except as expressly authorized by Axyz, you will not make commercial use of the Services or any Service Content, including, but not limited to, making any database, collection, or use of any product listings, pricing, descriptions, and/or images;

    • You will not “frame” or “mirror” any part of the Services or otherwise incorporate any part of the Services into another product or service, unless you obtain the prior written consent of Axyz to do so;

    • You will not violate or attempt to violate the security of the Services, whether in an automated fashion or otherwise;

    • You will not sell or transfer your Account or access to your Account to any other person or entity without the prior written consent of Axyz;

    • You will not alter, obscure, or remove any copyright, trademark, or other intellectual property or legal notice contained on Service Content or otherwise provided through the Services;

    • Your User Content and your use of the Services will not violate any applicable laws, rules or regulations; and

    • It is your sole responsibility to know and comply with all applicable laws, rules and regulations related to the purchase, sale, receipt, possession, and use of any product sold or made available through the Services.

    The above is not a complete list of illegal and/or prohibited uses of the Services. Axyz shall have the right, but not the obligation, to investigate any illegal and/or unauthorized use of the Services and initiate appropriate legal action, including without limitation, by seeking civil and/or injunctive relief. 

    If you see content on the Services that you believe is a violation of these Terms, including this Acceptable Use Policy, please report it by emailing us at legalnotices@axyzshops.com.

     

    Indemnification

    You hereby agree to indemnify, defend and hold harmless Axyz and its directors, officers, employees, representatives, consultants, agents, suppliers (including the Brands), partners (including the Axyz Partners) and Customers from and against any and all claims, demands, liabilities, damages, losses, and costs (including attorney’s fees and costs) (“Claim(s)”) arising from or related to: (a) your breach of these Terms or violation of any applicable law, rule, or regulation; and (b) any User Content that is submitted through your Account or that you otherwise submit or transmit to Axyz.

    Axyz reserves the right, at its expense (but is under no obligation), to assume exclusive defense and control of any Claim subject to your obligation to indemnify us. You further agree to cooperate with Axyz in the defense and settlement of such Claim as requested by Axyz, including, but not limited to, promptly supplying all information and materials requested by Axyz in connection with such defense.

     

    Limitation of Liability

    IN NO EVENT SHALL AXYZ OR ITS RESPECTIVE OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DISTRIBUTORS, PARTNERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THE SERVICES OR VIA OTHER CHANNELS, BE LIABLE UNDER THESE TERMS FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. 

    NOTWITHSTANDING THE FOREGOING, IF AXYZ IS FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF: (A) IF YOU ARE A CUSTOMER, THE TOTAL AMOUNT PAID BY YOU FOR PRODUCTS PURCHASED VIA THE SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO THE CLAIM; OR (B) IF YOU ARE A BRAND, THE TOTAL AMOUNT PAID TO YOU FOR THE PRODUCT SOLD ON THE SITES IN THE SIX (6) MONTHS PERIOD PRECEDING THE EVENT(S) GIVING RISE TO THE CLAIM; AND (B) $100 USD.

    YOU HEREBY ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY WILL APPLY TO THE SERVICES, INCLUDING ALL SERVICE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE SERVICES AND/OR PROMOTED ON OTHER CHANNELS. 

    BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

     

    Legal Disputes

    PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

    About Arbitration

    Arbitration is a method of claim resolution that is less formal than a traditional court proceeding. It uses a neutral arbitrator instead of a jury and/or judge, and the outcome is subject to limited review by courts. An arbitrator can award the same damages and/or other relief as a court could do (including, but not limited to, injunctive and declaratory relief or statutory damages), and the arbitrator must follow the terms between the parties as a court would be required to do.

    The arbitrator also has the sole authority to and shall address all claims or arguments by all parties concerning the formation, legality, and enforceability of an arbitration clause, the scope of the arbitration clause, and the arbitrability of any claim or issue arising between the parties.

    YOU ARE AGREEING TO BINDING ARBITRATION

    UNDER THE TERMS OF THIS SECTION, YOU ARE AGREEING TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, AND WAIVE YOUR RIGHTS TO TRY ANY CLAIM IN COURT BEFORE A JUDGE OR JURY AND TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION.

    Any dispute, claim or controversy between you and Axyz and/or its employees, officers, directors, principals, subsidiaries, affiliates, agents, successors and assigns (collectively, for purposes of this section only, “Axyz”) arising from or relating in any way to the following shall be resolved by binding arbitration: (1) the terms of the Agreement between you and Axyz, and their interpretation, including, but not limited to, the breach, termination or validity of such terms; (2) your use of any website or service owned or operated by Axyz; or (3) any products or services sold or distributed by Axyz or through any website or service owned or operated by Axyz. Notwithstanding the foregoing, you and Axyz shall each have the right to institute a legal action in a court of proper jurisdiction seeking injunctive or other equitable relief, pending a final decision by the arbitrator.

    JURY TRIAL AND CLASS ACTION WAIVER

    Except as otherwise set forth in the Agreement between us, you and Axyz each acknowledge and agree that you are waiving the right to a trial by jury and to the litigation of disputes in state or federal courts of general jurisdiction. You and Axyz further agree that any arbitration shall be conducted in our individual capacities only and not as a class action/class arbitration or other representative action, and expressly waive our right to file a class action or seek relief on a class basis. You and Axyz may not be plaintiffs or class members in any purported class, collective, private attorney general, or representative proceeding, or otherwise make or proceed with any claim on a collective or consolidated basis, and we may each bring claims against one another only in an individual capacity. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the individual claim. Other rights that you would have if you went to court, such as access to discovery, also may be limited or unavailable in arbitration.

    Arbitration Rules

    Any arbitration will be held before a single neutral arbitrator and will be governed by the American Arbitration Association (“AAA”) Consumer Arbitration Rules and the Consumer Due Process Protocol (collectively, the “AAA Rules”) currently in effect (available here), and will be administered by the AAA. To some extent the AAA Rules may be modified by this Agreement. To the extent that there is a conflict between the Agreement between you and Axyz and the AAA Rules, the arbitrator shall resolve such conflicts so as to preserve the parties’ mutual obligation to arbitrate claims on an individual basis.

    Governing Law and Venue for Disputes

    You and Axyz further agree that any claim between us involves commerce under, and is governed exclusively by, the Federal Arbitration Act (“FAA”) and federal law, and not by any state or local laws, or the laws of other countries, concerning or purporting to place limits on the availability or scope of arbitration or in any way imposing requirements beyond or inconsistent with those set forth in the FAA. 

    For all actions under the AAA Rules, the proceedings may be filed in the territory where you live, or in San Francisco County, California, and any in-person hearings will be conducted at a location which is reasonably convenient to both parties, taking into account each party’s ability and means to travel, as well as other relevant circumstances. For any actions not subject to arbitration or mediation, you and Axyz mutually agree to submit to the personal jurisdiction of a state or federal court located in San Francisco County, California.

    Costs of Arbitration

    Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the AAA Rules. If the value of your claim does not exceed $10,000, Axyz will pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.

     

    Opting Out of Arbitration

    ​​You may opt out of this agreement to arbitrate by following the instructions below. If you do opt out in accordance with this Section, neither you nor Axyz may require the other party to arbitrate claims. To opt out, you must notify Axyz in writing within thirty (30) days of the date that you first became subject to these Terms, including the agreement to arbitrate. 

    To opt out, please send an email notice to legalnotices@axyzshops.com with the subject line “Arbitration Opt-Out”or a physical notice to the following mailing address, including your name, address, email address that you use for your Customer Account or Brand Account, and a clear statement that you intend to opt out of this arbitration provision: 

     

    Axyz Technologies Inc.
    Attn: Legal Department - Arbitration Opt-Out 

    66 Franklin Street, Suite 300  Oakland, CA 94607

     

    Limitation Period for Claims

    By using the Services, you agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services or the Agreement must be filed within one (1) year after the claim or cause of action arose. Please note that some jurisdictions do not allow limitations on claims, and in such cases, the foregoing provision may not apply to you. 

     

    Notices to California Residents

    If you are a resident of the State of California, the following information applies to you.

     

    California Proposition 65

    California Proposition 65 requires that special warnings be provided when products contain chemicals known by the State of California to cause cancer, birth defects, or other reproductive harm if the use of those products may cause exposure to those chemicals above specific limits. Warning information for products on the Services is contained on the product detail page. If you have any questions regarding Proposition 65 warnings for any product available on the Services, please email Axyz Customer Care team at support@axyzshops.com or through Customer Care chat enabled on the Sites prior to ordering the product, and include the applicable brand, product name, and a detailed description of your question.

     

    Complaints

    Pursuant to California Civil Code Section 1789.3, users of the Services from the State of California are entitled to the following specific consumer rights notice: If you have a complaint regarding the Services, or to receive information regarding use of the Services, please contact us at the contact information set forth below under Contact Us. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted online, by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

     

    Notice to New Jersey Residents

    If you are a resident of the State of New Jersey, to the extent that New Jersey law applies, the disclaimers, indemnification, limitations of liability provisions of the Agreement do not limit any rights you may have as a consumer under New Jersey law and are intended to be only as broad and inclusive as permitted by the laws of the State of New Jersey. Axyz hereby reserves all rights, defenses, and permissible limitations under New Jersey law. Nothing in this section shall modify the binding arbitration clause and waiver for class action and jury trials set forth in the section above entitled “Legal Disputes.”

     

    Copyright and Trademark Infringement

    Axyz takes claims of copyright infringement very seriously, and will respond to notices of alleged infringement that comply with applicable law. If you believe any materials accessible on or from the Services violate or infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our copyright agent designated below. 

    In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (“DMCA Notice”) that you submit must include substantially the following information:

    • Your physical or electronic signature.

    • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.

    • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

    • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

    • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

    • A statement that the information in the written notice is accurate.

    • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

    Please provide all DMCA Notices to our designated agent listed below:

       
    Axyz Technologies Inc.

    Attn: Legal Department - DMCA Notices

    66 Franklin Street, Suite 300

    Oakland, California 94607

    1-866-545-AXYZ  (1-866-545-2999)

    legalnotices@axyzshops.com (include in subject line “DMCA”)
     

    If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

    Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

    If you believe that your trademark is being used somewhere on the Services in a way that constitutes trademark infringement, the owner or an agent of the owner may notify us at legalnotices@axyzshops.com. Please include the following language in your email: the trademark owner, contact information, and the specific nature of the complaint.

     

    Territory

    The Services are operated by Axyz, which is located in the United States, and the Services are intended for users who live in the United States or its territories. Axyz makes no representations or warranties that the Services or any Service Content is valid, appropriate or available for use outside of the United States. If you access and use the Services from outside the United States, you do so at your own risk, and you are fully responsible for complying with applicable laws, rules and regulations. Axyz reserves the right, in its sole discretion, to limit the availability of the Services and/or the provision of any product or service made available on the Services at any time to any person, territory, geographic area or jurisdiction. 

     

    Export Policy 

    You represent and warrant that any products you buy through the Services are for your own personal or household use only, and not for resale or export outside of the United States. You further represent and warrant that all purchased products are intended for delivery to individuals who are located in the United States or its territories.

    You further agree that any products sold or licensed through the Services, which may include technology and software, and all software, including all HTML code and controls that are incorporated into the Services, are subject to the customs and export control laws and regulations of the United States, and may also be subject to additional customs and export laws and regulations of the country or countries in which such products are manufactured. By using technology or software made available through the Services, you agree to abide by applicable laws, rules, and regulations, and you represent and warrant that you will not transfer, by electronic transmission or otherwise, any software or technology obtained through the Services to a foreign destination or foreign national in violation of applicable law.

     

    Force Majeure

    Axyz will not be liable to you for any failure or delay in our performance under the Agreement, when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, protests, riots or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, telecommunication breakdown, power outages, lockouts, strikes or other labor disputes (whether or not relating to Axyz workers), and/or delays or limitations affecting manufacturers and/or shipping carriers.

     

    Termination

    Axyx reserves the right, in its sole discretion, to terminate, suspend, and/or restrict your access to all or any part of the Services, including particular products or features of the Services, at any time for any reason or no reason, without notice or liability. You may terminate your access to the Service at any time by immediately ceasing use of the Services. If you would like to delete your Account, please see the section entitled “How you can change or control what is collected” in our Privacy Policy. 

    Axyz shall not be liable to you or any third party in connection with termination of your Account or your access to the Services. Upon termination, all provisions of these Terms which are intended to survive termination, shall survive, including, but not limited to, all representations and warranties, disclaimers, limitations of liability, and indemnification obligations.

     

    GENERAL TERMS

     

    Legal Notices

    In some cases, Axyz may be required by applicable law to provide you with certain information and/or notify you of certain events. You acknowledge and consent that such legal notices will be effective upon posting them to the Services or sending them to you via email. 

     

    Entire Agreement

    The Agreement contains the entire agreement between you and Axyz with respect to the Services and supersedes all prior or contemporaneous written or oral communications and agreements with respect to the subject matter. If any inconsistency exists between these Terms and any additional terms and conditions posted on the Services, such terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, the additional terms and conditions shall control. 

     

    Severability

    Except as provided in the section above entitled “Legal Disputes,” if any provision of the Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired. If any provision of the Agreement is held invalid, illegal or unenforceable in any respect, (a) such provision shall be interpreted in such a manner as to preserve, to the maximum extent possible, the intent of the parties, (b) the validity, legality and enforceability of the remaining provisions of the Agreement shall not be affected or impaired in any way, and (c) such interpretation shall not affect the validity, legality or enforceability of the applicable provision(s) under different circumstances.

     

    Waiver

    No provision of the Agreement shall be waived except in writing, signed by the party against whom the waiver is sought. No failure to exercise, partial exercise of, or delay in exercising any right or remedy under the Agreement shall be considered a waiver or estoppel of any right, remedy, or condition. 

     

    Assignment

    You may not assign, transfer, or sublicense any of your rights or obligations under the Agreement without the prior express written consent of Axyz. 

     

    Contact Us

    If you have any questions about these Terms or your use of the Services, please reach out through our Customer Care Center or through chat support in any of our shops. In order to allow us to efficiently respond to your inquiry, please include “Terms of Service” in the subject line and provide a detailed description of the particular question or issue.