Replenex

 

Terms of Use

 

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY AS THEY CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND REPLENEX, INC., A MINNESOTA CORPORATION (“Replenex,” “we,” “us” and “our”).

 

These Terms of Use (“Terms of Use”) are entered into by and between you and us and govern your use of the website on which these Terms of Use appear and other products, services, and applications where Terms of Use are posted or referenced (collectively, the “Site”). 

 

These Terms of Use apply to your access to and use of this Site and do not alter in any way the terms and conditions of any other agreement you may have with us.  If you breach any of these terms and conditions, your authorization to use this Site automatically terminates and you must immediately discontinue use of this Site.

 

1. Acceptance of these Terms of Use.

By using the Site, you accept these Terms of Use and agree to be bound by them.  By using the Site, you represent that you are capable of entering into a binding agreement, and that you agree to be bound by these Terms of Use.  Use of the Site is strictly voluntary.  IF YOU DO NOT AGREE TO THESE TERMS OF USE AND OUR PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE SITE AND MAY NOT USE THE SITE.

 

To access and use certain services available through the Site, you may be required to have a user account with us and you must agree to be bound by additional terms contained there.  Unless otherwise provided, the additional terms will control if there is a conflict between these Terms of Use and the additional terms. 

 

2. Collection of Visitor Information on this Site

Any information collected at this Site and the purposes for which we may use this information are set forth in our Privacy Policy.  The terms of our Privacy Policy are incorporated herein by this reference. Please carefully review the information contained in our Privacy Policy. By using this Site, you agree to waive and release us from any claim or liability in connection with the collection, use, or disclosure of information that is consistent with the terms of our Privacy Policy.

 

3. Changes to these Terms of Use.

We may revise these Terms of Use at any time without providing notice by posting a new version on this Site.  Any use of this Site following the date on which changes to these Terms of Use or the Privacy Policy are published on this Site shall constitute your acceptance of all such changes. You expressly agree that we shall have no obligation to provide you with any notice of any changes, and you hereby expressly waive any right you may have to receive notice of any changes to these Terms of Use or the Privacy Policy.

 

4. Copyright

All software, technology, and content included in the Site or used in the operation of the Site, is our owned or licensed property, or our software, technology, and content providers’ property, and is protected by U.S. and international copyright laws.  In addition, the compilation (meaning the collection, arrangement, and assembly) of all content on this Site is our exclusive property and protected by U.S. and international copyright laws.  Subject to your compliance with these Terms of Use, we grant you a limited, non- exclusive, non-sublicensable, revocable, non-transferable license to access and use the content, information, and functionality made available on the Site, for your use of the Site in accordance with other guidelines, instructions, and limitations described on the Site.  Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content, software, and technology on this website is strictly prohibited without our written permission.

 

5. Trademarks

The trademarks, service marks, trade dress, and “look and feel” (the "Trademarks") used and displayed on this Site are registered and unregistered Trademarks of ours and other parties.  Nothing on this Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on this Site, without the prior written permission of the Trademark owner. Other product and company names mentioned on this Site may be the Trademarks of their respective owners.

 

6. Other Intellectual Property

All other intellectual property rights related to the content, software, and technology included on this Site or used in the operation of this Site, including without limitation, patents, trade secrets, trade dress, publicity rights, character rights, titles, and artistic and moral rights are our owned or licensed property.  Any use of these rights without our prior written permission is strictly prohibited.

 

We own and reserve all right, title, and interest in and to the Site. These Terms of Use do not grant you any rights in or to the Site or any of its components except for the limited rights to use the Site expressly granted by these Terms of Use.

 

7. Accuracy

Information on this Site may contain typographical errors, inaccuracies, or omissions.  We reserve the right, but have no obligation, to correct any errors, inaccuracies, or omissions and to change or update information at any time without notice to you.  We do not warrant that any product, description, photograph, pricing or other information is accurate, complete, reliable, current or error-free. If a product is listed at an incorrect price, we have the right to refuse or cancel orders placed, regardless of whether the order has been confirmed or your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, we will issue a credit to your credit card account.

 

8. Termination.

Your license to the Site and our obligations under these Terms of Use will automatically terminate if you fail to comply with any provision of these Terms of Use or if the reason you were granted access to the Site terminates.  No notice will be required from us to effectuate such termination.  Upon termination of these Terms of Use, all of your rights to use the Site shall terminate immediately and we may delete or remove your account and related data.

 

9. Restrictions.

You may not: (i) reproduce, modify, prepare derivative works based upon, translate, tamper with, distribute, sublicense, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site except as expressly permitted by us; (ii) reverse engineer, disassemble, or decompile the Site or apply any other process or procedure to derive the source code of any software included in the Site; (iii) use the Site in a manner that interferes with other users' use of the Site; (iv) link to, mirror or frame any portion of the Site; or (v) attempt to gain unauthorized access to or impair any aspect of the Site or its related systems or networks.

 

10. Additional Prohibited Activities and Visitor Obligations

Without limiting any other provision in these Terms of Use, you agree not to do, or assist others to do, the following:

• violate any applicable law or regulation;
• upload, post, use, transmit, or otherwise make available, including by e-mail, (each, a “Post”) any content or information that is false or inaccurate;
• Post any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, or content that could otherwise be considered to be objectionable;
• Post any publicly available content that is subject to any disclosure restrictions;
• Post any materials, items, information or content that infringes or otherwise violates any patent, copyright, trademark, or any other intellectual property rights;
• Post any unsolicited or unauthorized advertising or promotional materials, including without limitation, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
• Post any material that contains software viruses or any other corrupt computer code, files or programs that impair the use of any computer software or hardware or telecommunications equipment;
• impersonate or use the identity of another person or organization, or falsely state or otherwise misrepresent your affiliation with a person or organization;
• engage in any activities or manipulate identifying material to misrepresent the origin of content;
• use the Site for any activity that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, or information or content that could otherwise be considered to be objectionable;
• interfere with or otherwise limit the use of this Site by other users;
• collect, compile, or store personal information about other users of this Site;
• disrupt or interfere with the security of, operation of, or otherwise cause harm to, this website or the systems resources, accounts, usernames and passwords, servers, or networks connected to or accessible through this website or any affiliated or linked sites;
• modify, reverse engineer, disassemble, decompile, translate, create derivative works from, or otherwise alter the Site;
• use the Site in a manner that could cause us to violate any law, rule or regulation;
• use any robot, spider, scripts, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the web pages on the Site or the content contained therein without our prior, express, and written permission;
• or the Site for your own commercial purposes.

 

11. Your Account

If you have a user account on this Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer.  You agree to maintain accurate, complete, and up-to-date information in your user account on the Site.  You agree to accept responsibility for all activities that occur under your account or password.  We reserve the right, without notice and in our sole discretion, to suspend or terminate your access to this Site and to refuse or restrict access or service, terminate accounts, and to remove or edit content on this Site.  If we, in our sole reasonable determination, believe that you have violated any of these Terms of Use, we may suspend or terminate your account. 

 

12. Payment

You authorize us and any payment processing service provider we may engage to charge your credit card, or to debit or process payment through any other offered means, for any products you purchase. You represent and warrant that you are the only one who will make payments in connection with this Site.  You are responsible for any and all uses of your credit card, debit card, or any other payment means used in or under your name or account.  Unless otherwise specified, any amounts paid to us are nonrefundable.  We may from time to time revise the pricing for products offered through the Site. 

 

13. Product Orders
The prices displayed on this Site are quoted in U.S. Dollars and are valid and effective only within the United States, and such prices do not include shipping and handling charges, or taxes, if applicable, which will be added to your total order price. You are responsible for the payment of any shipping and handling charges and state and local sales or use taxes that may apply to your order.

14. Risk of Loss
For orders where you specify delivery, risk of loss and title for any items purchased from this Site pass to you upon delivery of the item to your shipment address.

15. Changes to Orders
We start processing orders on this Site immediately after the order is placed. In most cases additions to orders will be placed as a separate order and changes cannot be made once the order is placed.

16. Acceptance of Orders
The receipt of an order confirmation does not guarantee the acceptance of an order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time to limit the quantity of items ordered and/or refuse to sell to any customer.
 

17. Disclaimer of Warranties and Limitation of Liability.

THIS SITE, INCLUDING WITHOUT LIMITATION ALL CONTENT, materials, AND PRODUCTS available through THIS SITE, ARE PROVIDED ON AN “AS IS, WITH ALL DEFECTS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY OF INFORMATIONAL CONTENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.  FURTHER, WE MAKE NO REPRESENTATION OR WARRANTY THAT THIS SITE IS APPLICABLE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES. 

 

NOTHING IN THESE TERMS OF USE OR IN ANY ORAL OR WRITTEN DESCRIPTION OF THIS SITE WILL CONSTITUTE A REPRESENTATION OR WARRANTY WITH RESPECT TO THIS SITE.     

 

YOU ACKNOWLEDGE, BY YOUR USE OF THIS SITE, THAT SUCH USE IS AT YOUR SOLE RISK.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OR ANY OF OUR AFFILIATES, LICENSEES, MEMBERS, AGENTS, OR FRANCHISEES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR THE INABILITY TO USE, THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

 

Certain state laws do not allow the exclusion of or limitations on implied warranties or the exclusion or limitation of certain damages.  If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.  In these states, our liability shall be limited to the extent permitted by law.

 

Under no circumstances whatsoever shall our or any of our licensees’ or franchisees’ liability resulting from or relating to your use of this Site exceed Five United States Dollars (USD $5.00).

18. Indemnification

You agree to indemnify, defend and hold us, our licensees, franchisees, and agents and our and their respective successors and assigns harmless from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) that we or they incur or suffer which relate to or arise out of any third party claim concerning your use of the Site, your failure to perform any of your obligations under these Terms of Use, or your breach of any of your representations or warranties made under these Terms of Use.

 

19. Links to Other Web Sites

The Site may contain links to other websites.  Additionally, other websites may contain links to this Site.  We do not review or monitor the websites linked to this Site and we are not responsible for the content or policies of any other websites.  Any link established by us does not constitute an endorsement of the other websites or create a relationship between us and the operators of other websites.  We disclaim any liability with respect to your use of any other website, and you release us from any liability related to your use of any link to another website or your use of any other website. 

 

20. Third Party Providers of Functionality.

We may have functionality in the Site that is provided, in whole or in part, by a third-party service provider.  You can usually identify such third-party functionality by the use of a trademark not owned by us on or near the functionality.  For such ‎third-party functionality, you will need to review the terms of use and privacy policy for ‎that third party, which in some cases may require you to visit that party’s website and ‎locate the terms of use and privacy policy.  Your review should include determining ‎whether such terms and policy are acceptable to you.  If they are not, do not use the ‎associated functionality on the Site.

21. Continued Operation, Accessibility, and Maintenance of this Site

We may modify, change, suspend, terminate or discontinue the operation of this Site or the provision of any products without notice and we reserve the right to refuse service to anyone at any time, with or without cause.

 

22. Submissions

Any and all questions, comments, messages, and similar materials or information that you send or submit to us on this Site (collectively, “Submissions”), shall become our property; and you hereby transfer, sell, and assign to us all of your right, title, and interest in and to any such Submissions, including without limitation, any and all related patent, copyright, trademark, and other intellectual property rights.  We have no obligation of any kind whatsoever to maintain any confidentiality with respect to any such Submissions.  We shall be free to use them for any purpose whatsoever without providing you notice or receiving your consent, and without restriction or compensation.

 

23. General Provisions

English has been used in the preparation of these Terms of Use, and English shall be the controlling language with respect to these Terms of Use and their interpretation. 

 

Any failure by us to enforce any provision of these Terms of Use shall not be construed as a waiver of any provision or the right to enforce same.

 

These Terms of Use shall be governed by the laws of the State of Minnesota without giving effect to any principles or conflicts of laws.  For the purpose of resolving conflicts relating to or arising out of these Terms of Use, or arising out of any other dispute or claim associated with us, you irrevocably and unconditionally: (i) consent to submit to the exclusive jurisdiction of the state and federal courts in Hennepin County, Minnesota (the “Minnesota Courts”) for any litigation or dispute arising out of or relating to these Terms of Use; (ii) agree not to commence any litigation arising out of or relating to these Terms of Use except in the Minnesota Courts; (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum; (iv) agree that any and all disputes, claims, and causes of action arising out of or relating to these Terms of Use shall be resolved individually, without resort to any form of class ‎action or other consolidation or joining of claims of other parties who may have similar claims; and (v) agree the Minnesota courts represent the exclusive jurisdiction for all disputes relating to these Terms of Use.

 

If any portion of these Terms of Use is held to be invalid, such holding shall not invalidate the other provisions of these Terms of Use.

 

Use of this Site is unauthorized in any jurisdiction that does not give full effect to all provisions of these Terms of Use, including without limitation this paragraph and the warranty disclaimers and liability exclusions above.  Use of this Site is unauthorized in any jurisdiction where all or any portion of this Site may violate any legal requirements and you agree not to access this Site in any such jurisdiction.

 

You are responsible for compliance with applicable laws.

 

24. Contact

For questions or comments related to this Site or these Terms of Use, please use the Contact Us feature on the Site or email us at [email protected].  

 

Last updated February 15, 2024

 

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