CALYX CONTAINERS Terms and Conditions FOR USE OF WEBSITE AND SALE OF GOODS AND SERVICES
Last Modified: June 2nd, 2022
*IMPORTANT: PLEASE READ CAREFULLY*
BY CHECKING THE BOX TO AGREE TO THESE TERMS, ACCESSING THE WEBSITE, OR BY PLACING AN ORDER FOR THE PURCHASE OF ANY PRODUCTS OR SERVICES INCLUDING THROUGH OR VIA THE WEBSITE YOU:
- AGREE THAT THESE TERMS CONSTITUTE A LEGALLY BINDING AND VALID AGREEMENT BETWEEN YOU AND US;
- ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN;
III. REPRESENT AND WARRANT THAT YOU ARE AT LEAST TWENTY-ONE (21) YEARS OF AGE; AND
- UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND EXCLUSIVE REMEDIES. THE PROVISIONS BELOW FORM THE ESSENTIAL BASIS OF OUR AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CHECK ANY BOX TO ACCEPT THEM, DO NOT ACCESS THE WEBSITE, AND DO NOT PLACE ANY ORDERS FOR THE PURCHASE OF PRODUCTS OR SERVICES VIA THE WEBSITE.
CHANGES TO THIS AGREEMENT
We reserve the exclusive right to make changes to the Terms and this Agreement from time to time, without notice. You expressly acknowledge and agree that you are bound by the version of the Agreement in effect on the date and time when you submitted your order for the purchase of products via the Website.
Your continued access to and use of the Website and any associated services constitutes your agreement to be bound by, and your acceptance of, the Agreement posted at such time. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you visit the Website or sign into your account. Therefore, we encourage you to review this Agreement regularly.
If, within thirty (30) days of us posting changes or amendments to this Agreement, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of withdrawal of your acceptance. Upon providing us with your notice of your acceptance withdrawal, you are no longer authorized to access or use the Website or any associated services, and you must not do so.
- Agreement to Terms; Legal Age and Compliance with Applicable Laws to Use the Website and Purchase Products
- Your Use of the Website and Products.
(a) Calyx Containers provides you with access to and use of the Website subject to your compliance with these Terms. No material from the Website may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except as specifically permitted on the Website. The Website, including all of its information and contents, such as text, data, wallpaper, icons, characters, artwork, images, photographs, graphics, music, sound, messages, graphics, and the HTML code used to generate the pages (collectively, “Materials and Content”), is Calyx Containers’ property and is protected by trademark and/or copyright under United States and/or foreign laws.
(b) We grant you a personal, revocable, non-exclusive, non-transferable, limited license to access the Website, purchase products, and to use the information and services contained here. We reserve the right, for any reason or for no reason, in our sole discretion and without notice to you, to revise the products and services described on the Website and to terminate, change, suspend or discontinue any aspect of the Website, including, but not limited to, the Materials and Content on the Website as well as features and/or hours of availability of the Website, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Website or restrict your access to part, or all, of the Website, the products or services without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.
(d) If you choose, or are provided with, a username, password, or any other piece of information as part of Calyx Containers’ security procedures, you must treat such information as confidential and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you (or, in the case of an entity, to a single authorized representative of the entity) and agree not to provide any other person with access to the Website, or to portions of the Website, using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password, or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
(e) Calyx Containers has the right to disable any username, password, or other identifier, whether chosen by User or provided by Calyx Containers, at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
- Prohibited Uses of the Website and Products.
(a) Except as otherwise provided in Section 2 of these Terms, you may not use, download, copy, print, display, perform, reproduce, publish, modify, delete, add to, sell, lease, license, create derivative works from, reverse engineer, post, transmit, distribute or otherwise exploit any Materials and Content from this Website in whole or in part, for any public or commercial purpose without the specific prior written permission of Calyx Containers. You may not make use of the Website for the benefit of another business unless explicitly permitted by us in advance in writing.
(b) You shall not upload to, distribute, or otherwise publish through this Website any content, information, or other material that (i) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (ii) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (iii) includes any bugs, viruses, worms, trap doors, trojan horses or other harmful code or properties.
(c) You further agree not to:
(i) Use the Website or any of the Website’s contents, goods or services any way that violates any applicable federal, state, local or international law or regulation (including, and without limitation, any laws regarding the illegal transfer of federally controlled substances across state or international borders);
(ii) Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website;
(iii) Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
(iv) Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent;
(v) Use any device, software or routine that interferes with the proper working of the Website
(vi) Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
(vii) Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website;
(viii) Attack the Website via a denial-of-service attack or a distributed denial-of-service attack; or
(ix) Otherwise attempt to interfere with the proper working of the Website.
(d) We reserve the right to refuse service, terminate accounts, and/or cancel orders at our discretion, including, without limitation, if we believe that customer conduct or use of the products and Website violates applicable law or is harmful to our interests.
- Intellectual Property Rights
(a) The Website and all content, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Calyx Containers, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
(b) The Calyx Containers name, the Calyx Containers logo, and all related names, logos, product and service names, designs and slogans are trademarks of Calyx Containers or its affiliates or licensors. You must not use such marks without our prior written consent. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners.
(c) Nothing in the Website shall be interpreted as granting any license to use any image, trademark, logo, or service mark contained therein. These Terms permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the materials on the Website, except as follows:
(i) Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;
(ii) You may store files that are automatically cached by your Internet browser for display enhancement purposes; and
(iii) You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
(d) Users are not permitted to:
(i) Modify copies of any materials from this site; or
(ii) Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
(e) You must not access or use any part of the Website or any services or materials available through the Website for any commercial purposes. If you wish to make any use of material on the Website other than that set out in this section, please address your request to: info@CalyxContainers.com.
(f) If you print, copy, modify, download or otherwise use or provide any other person with access to any restricted part of the Website in breach of the Terms, your right to use the Website will cease immediately and you must, at Calyx Containers’ option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website, or any content on the Website, is transferred to you, and Calyx Containers reserves all rights not expressly granted herein. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
(g) Intellectual Property Rights as they relate to Creative Services by Calyx Containers: Unless otherwise agreed by the Parties in writing or set forth herein, the Parties agree that all materials, ideas, concepts, designs, names, preliminary works, designer tools, non-final Deliverables, and information prepared and delivered by Calyx in the course of providing the Services (the “Work Product”) are proprietary and the sole and exclusive intellectual property owned by Calyx. To the extent that the Client acquires any right, title, or interest in or to any Work Product related to the Services, the Client hereby assigns and transfers to Calyx, without further consideration, all right, title, and interest on a worldwide basis in and to such Work Product. Absent Calyx’s prior written consent, no claim shall be made by the Client that the work done was “made for hire” or that Calyx was “hired to invent.” Upon Client’s approval and selection of any final Deliverables including all Final Works incorporated therein (“Final Deliverables”), and expressly conditioned upon Client’s full payment to Calyx hereunder, Calyx shall designate the Final Deliverables, and assign to Client, all right and title to such Final Deliverables, which, upon such assignment, shall constitute the exclusive property of Client. For the avoidance of doubt, all other Work Product developed in the course of the Services, which have not been designated as Final Deliverables, shall remain the property of Calyx. In the event that Client wishes to retain the rights to any other Work Product, an additional fee will be negotiated before its release. Calyx retains property ownership in any physically tangible original artwork comprising Final Works, including all rights to display or sell such artwork. Client shall return all original artwork to Calyx within thirty (30) days of completion of the Services. Once the Final Deliverables become public, Calyx may publicize its work on the Project and/or a case study of the Project in writings, self-promotion, and competitions. In this connection, the Client hereby grants to Calyx, a royalty-free, fully paid, irrevocable, perpetual, and non-assessable license to use its logo and biographical information. Calyx shall cooperate with and assist Client, without additional compensation, by making necessary assignments and licenses and executing such documents and taking such actions to execute documents and provide information to Client or to Client’s authorized attorneys, agents, or representatives, as necessary, to fulfill the intent of this provision. Client Content shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, copyrights, and other rights in connection therewith. Client hereby grants to Calyx, a nonexclusive, nontransferable license to use, reproduce, modify, display, and publish the Client Content solely in connection with Calyx’s performance of the Services and promotional uses of the Final Deliverables as authorized in this Agreement.
- Copyright Infringement Claims
The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Our Copyright Policy is expressly incorporated into these Terms and this Agreement and is available here: http://www.CalyxContainers.com/copyright-policy
- Trademark Infringement Claims
If you believe in good faith that materials available on the Website infringe your trademark rights, you or your agent may send Calyx Containers a notice requesting that we remove the material from the Website or block access to it. All trademark-related notices should be sent to: By Email: info@CalyxContainers.com
- Product Order Acceptance and Cancellation; Reservations; Creative Services Scope of Work; Creative Services Client Responsibility and Pre-Orders.
You have the option to cancel your product pre-order or product order at any time up to 30 days after placing your order by emailing us at info@CalyxContainers.com.
- Creative Services Scope of Work
- The Creative Services project Scope of Work and subsequent pricing and timing will be defined by Calyx and mutually agreed to by Calyx and the Client prior to Calyx beginning the creative process. Any changes to the Scope of Work at any time may result in additional pricing and an extension to the formerly agreed-upon timeline required to complete the Creative project at the discretion of Calyx.
- The Client will provide all relevant copy, brand imagery (when applicable), required compliance text, and required compliance imagery.
- The Client is responsible for providing consolidated feedback to the Calyx Creative team regarding any designs developed for the Client in writing by the date designated by Calyx.
- Projects that receive incomplete feedback or no feedback with up to three written reminders by Calyx will be considered "on hold" or "canceled" and will be released from the previously agreed-upon timeline. Clients that wish to re-engage with Calyx for a project that had been placed “on hold” or “canceled” will be required to resubmit their request for a new Scope of Work evaluation.
- The Client is responsible for confirming accuracy of all information and imagery included in the design(s) through all stages of the creative process including production.
- The Client will pay the cost of Creative Services prior to the start of the project, unless otherwise noted.
- The Client will be subject to additional fees for items outside of the cost of services in the agreed-upon Scope of Work at any point in the creative process.
- Additional iterations beyond the allotted amount designated in the Scope of Work will be met with additional fees per iteration.
- Prices and Payment Terms; Reliance on Website Information.
(a) All prices posted on this Website are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation e-mail. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling (unless otherwise specified). All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation e-mail. We are not responsible for pricing, typographical or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
(b) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We generally accept major credit and debit cards for all purchases. A listing of specific cards and payment methods that we accept are set forth in the payment section of the checkout page of the Website, but they are subject to change without notice. You represent and warrant that (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such payment method for the purchase, (iii) charges incurred by you will be honored by your bank, credit card, or payment service company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
(c) Product information content, summaries of legal and regulatory status of marijuana laws, or any other Materials and Content presented on or through the Website is made available solely for general information purposes. Calyx Containers does not warrant the accuracy, completeness, reproducibility, or usefulness of this information. Such information should be independently verified, and any reliance you place on such information is strictly at your own risk. CALYX CONTAINERS DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH INFORMATION, MATERIALS AND CONTENT BY PURCHASER, USER OR ANY OTHER VISITOR TO THE WEBSITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.
(d) Any data, results, or claims presented on or through the Website are believed to be accurate. We may update the Materials and Content on the Website from time to time, but its content is not necessarily always complete or up-to-date. Any of the Materials and Content on the Website may be out of date at any given time, and we are under no obligation to update such Materials and Content.
- Shipments; Delivery; Title and Risk of Loss.
(a) We will arrange for shipment of the products to you. Please check the individual product page or the checkout page for specific delivery options. We may, from time to time, offer free or reduced cost shipping on products that you order through the Website. Free or reduced-cost shipping, when available, will be set forth on the individual product page or the checkout page. Unless otherwise stated at the time when you submit your order to purchase products, you will pay all shipping and handling charges specified during the ordering process.
(b) Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
- Returns and Refunds.
(a) We will accept a return of the products for i) an exchange; or ii) a refund of your purchase price, less the original shipping and handling costs, provided such return is made within THIRTY (30) DAYS of the shipping date to you (the “Return Period”) and provided such products are returned in their original, new condition with no damage. After the Return Period, we will provide no refunds or exchanges for products purchased from us.
(b) To return or exchange products, you must complete and email a Return Merchandise Authorization Request Form (an “RMA Request Form”) to our Customer Service Department info@CalyxContainers.com. We will review your request upon receipt, and if appropriate, provide you with an RMA Number (an “RMA Number”). You may request an RMA Request Form from our Customer Service Department via email (info@CalyxContainers.com).
(c) You must obtain an RMA Number before shipping your product. No returns of any type will be accepted and no refunds or exchanges of any kind will be provided without an RMA Number.
(d) You are responsible for all shipping and handling charges on returned items. You bear the risk of loss or damage during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection. All returns are subject to a restocking fee of TWENTY PERCENT (20%) of the original purchase price.
(e) Refunds and exchanges are processed within approximately three (3) business days of our receipt and inspection of your returned product(s). Your refund will be credited back to the same payment method used to make the original purchase on the Website. If you request an exchange, the exchanged product will be mailed to you, to the ship-to address that you indicated during the time of your original purchase on the Website.
(f) WE OFFER NO REFUNDS OR EXCHANGES ON ANY PRODUCTS:
(i) designated on the Website as non-returnable;
(ii) that have been customized in any way;
(iii) that have been opened, used, modified, or otherwise tampered with;
(iv) that have been damaged through no fault of ours or that are missing components or parts; or
(v) that have been abused or misused.
- DISCLAIMER OF WARRANTY.
(a) UNLESS EXPRESSLY STATED OTHERWISE IN WRITING, ALL PRODUCTS LISTED OR OFFERRED FOR SALE VIA THE WEBSITE ARE SOLD “AS IS” AND “AS AVAILABLE”. WE HEREBY DISCLAIM ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING ANY WARRANTIES OF: (A) MERCHANTABILITY; (B) FITNESS FOR A PARTICULAR PURPOSE; (C) TITLE; (D) NON-INFRINGEMENT; OR (E) PERFORMANCE OF GOODS TO ANY STANDARDS, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
- LIMITATION OF LIABILITY.
(a) IN NO EVENT WILL CALYX CONTAINERS, ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND ITS AND THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR ANTICIPATED PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, BREACH OF PRIVACY, UNAUTHORIZED ACCESS TO YOUR DATA OR INFORMATION BY THIRD PARTIES, OR OTHER INTANGIBLE LOSSES (EVEN IF CALYX CONTAINERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM, WITHOUT LIMITATION:
(i) YOUR USE, OR INABILITY TO USE, THE WEBSITE;
(ii) YOUR USE, OR INABILITY TO USE, ANY THIRD PARTY TOOLS;
(iii) ANY WEBSITES LINKED TO THE WEBSITE;
(iv) ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES;
(v) ACTIONS, ERRORS OR OMISSIONS OF ANY USER OR THIRD PARTY;
(vi) INTENTIONAL OR MALICIOUS ACTS OF ANY USER OR THIRD PARTY;
(vii) ACTIONS, OMISSIONS, OR FAILURES TO ACT BY ANY GOVERNMENT ACTORS, AGENTS OF ANY GOVERNMENT, OR THIRD PARTIES ACTING ON BEHALF OR AT THE DIRECTION OR UNDER THE AUTHORITY OF ANY GOVERNMENT;
(viii) STATEMENTS, CONDUCT, OR ACTIONS OF ANY USER OR THIRD PARTY;
(ix) YOUR USE, IMPROPER USE OR MISUSE OF THE PRODUCTS, OR YOUR INABILITY TO USE THE PRODUCTS;
(x) ANY DELAY IN SHIPPING OR RECEIVING PRODUCTS THAT YOU PURCHASED THROUGH THE WEBSITE;
(xi) ANY DELAY IN COMPLETING A TRANSACTION TO BUY PRODUCTS;
(xii) FAILURE OF ANY PRODUCTS YOU PURCHASED TO COMPLY WITH YOUR SPECIFIC PURPOSE OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO CHILD-RESISTANT OR BIODEGRADEABLE FEATURES;
(xiii) FAILURE OF ANY PRODUCTS YOU PURCHASED TO COMPLY WITH DESCRIPTIONS OR LISTED SPECIFICATIONS;
(xiv) ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE;
(xv) YOUR PROCUREMENT OF SUBSTITUTE PRODUCTS;
(xvi) CALYX CONTAINERS’ ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM;
(xvii) RELIANCE ON ANY ACTUAL OR PERCEIVED GUIDANCE PROVIDED BY CALYX CONTAINERS OR CALYX CONTAINERS’ AGENTS REGARDING USE, PURCHASE, SALE OF ANY PRODUCT OR ANY OTHER WEBSITE-BASED GUIDANCE;
(xviii) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION RELATED TO WEBSITE OR SERVICES;
(xix) YOUR FAILURE TO SEND INFORMATION, REQUESTS OR NOTIFICATIONS TO THE CORRECT PARTIES;
(xx) THE ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING SUPPLIERS, THAT ARE BEYOND OUR REASONABLE CONTROL;
(xxi) ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY PRODUCT OR SERVICE ADVERTISED THROUGH THE WEBSITE;
(xxii) THE SUSPENSION OR TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THESE TERMS AND CONDITIONS;
(xxiii) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OR LINKING TO THE WEBSITE; OR
(xxiv) YOUR USE OF THE WEBSITE, PRODUCTS OR SERVICES IN A MANNER THAT IS UNLAWFUL.
(b) THE WEBSITE AND ALL PRODUCTS AND SERVICES AVAILABLE FOR PURCHASE VIA THE WEBSITE ARE LAWFUL IN THE UNITED STATES. CALYX CONTAINERS DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSSES OR DAMAGES THAT MAY RESULT FROM YOUR ACCESS OF THE WEBSITE, PURCHASE OF THE PRODUCTS, OR USE OF THE PRODUCTS OR SERVICES, IN OR FROM A COUNTRY OR JURISDICTION WHERE THEY ARE UNLAWFUL.
(c) THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
(d) IN NO EVENT SHALL CALYX CONTAINERS’ LIABILITY WITH RESPECT TO ANY MATTER OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE AMOUNT PAID BY YOU TO CALYX CONTAINERS HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.
(e) YOU AGREE TO WAIVE AND HOLD HARMLESS CALYX CONTAINERS AND ITS AFFILIATES, LICENSORS AND SUPPLIERS FROM ANY CLAIMS RESULTING FROM ANY ACTIONS OR OMISSIONS OF THE FOREGOING PARTIES RELATING TO INVESTIGATIONS OR ACTS UNDERTAKEN BY LAW ENFORCEMENT AUTHORITIES.
(f) YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE THE TERMINATION OF THIS AGREEMENT, WHICH WILL RESULT IN THE CLOSURE OF YOUR ACCOUNT, AND CESSATION OF YOUR USE OF THE WEBSITE AND SERVICES. ANY AND ALL MONETARY AWARDS TO YOU SHALL BE LIMITED BY SECTION 12(C) HEREIN.
You acknowledge and agree that your sole and exclusive remedy for any and all damages that may arise out of this Agreement shall be limited, at our sole option, to the replacement of the product(s) that you purchase via the Website or the refund of the original purchase price, less shipping (so long as you comply with the timing and procedures set forth in Section 10 herein).
- Goods Not for Resale or Export.
You represent and warrant that you are buying products or services from the Website for your own personal use only, and not for resale or export.
- Force Majeure.
We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms 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, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
- Governing Law and Jurisdiction.
All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Colorado, USA without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Colorado.
- Dispute Resolution and Binding Arbitration.
(a) YOU AND CALYX CONTAINERS ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE WEBSITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
(b) The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 19. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitration will take place in Denver, Colorado.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.
(c) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR CALYX CONTAINERS WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
- Limitation on Time to File Claims.
- No Waivers.
The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing, made for the purpose of the waiver, and signed by a duly authorized representative of Calyx Containers.
- No Third Party Beneficiaries.
These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
- Entire Agreement.
- Equitable Relief
You acknowledge and agree that your breach of these Terms would cause Calyx Containers irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which we may be entitled, you acknowledge and agrees that we may seek injunctive relief to prevent the actual, threatened or continued breach of these Terms.
The headings in these Terms are for reference only and do not affect the interpretation of these Terms.
- Comments and Concerns.
Website is operated by Calyx Containers LLC. All feedback, comments, requests for technical support and other communications relating to the Website should be directed to: info@CalyxContainers.com.