Terms and Conditions
TERMS AND CONDITIONS
Table of Contents
2. Use and Third-Party Affiliates
3. Product Purchases
4. Site Usage & Usage Termination
5. User Content and Conduct
8. Liability Disclaimer
10. Copyright, Trademarks, and other Intellectual Property
12. Severability; Interpretation
13. Applicable Law; Jurisdiction; Dispute Resolution & Class Waiver
15. Contact Us
By using the Site, participating in the Rewards Program, or disclosing to us any personal information: (i) you agree that you have read and understood the terms of this Agreement, (ii) you accept and agree to be bound by the terms of this Agreement, and (iii) you accept and agree to abide by all laws and regulations applicable to the subject matter of this Agreement.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE THE SITE, PARTICIPATE IN THE REWARDS PROGRAM, OR DISCLOSE TO US ANY PERSONAL INFORMATION.
RISK OF LOSS/TITLE TRANSFER:
1. All purchases of products are made according to the respective terms designated upon order placement. The title for any products purchased by you will transfer immediately upon our delivery to the carrier.
2. Use and third-party affiliates
Links to or access from any third-party websites or resources is not an endorsement of any information, product or service. We are not responsible for the content or performance of any third-party websites. Use of any third-party websites is at your own risk.
Always check the product label or packaging before opening, and then using any product. If there are discrepancies, customers should follow the information provided on the product label or packaging. You should contact the manufacturer directly for clarification as to product labeling and packaging details and recommended use.
3. Product Purchases
To the extent you make purchases on the Site, you agree that all purchases of products are made according to the respective terms designated upon order placement. The title for any products purchased by you will transfer immediately upon our delivery to the carrier.
4. Site Usage & Termination
By using our Site or participating in any of the programs, you represent and agree that you are at least 18 years of age or older (at time of use) and are fully able and competent to enter into the terms, conditions, representations, and warranties set forth in this Agreement or any Program terms and conditions. If you are under the age of 18, you are not permitted to use this site or participate in any programs or affiliated programs.
You are required to establish an account on the Site to use certain features, such as making a purchase. You agree to provide accurate, true, complete and current information about yourself as prompted by the Site and to promptly update such information to maintain accurate, true, complete and current information. If you provide any inaccurate, false, incomplete, or outdated information or we (in our sole discretion) suspect that such information is incorrect, misleading, incomplete or obsolete, we reserve the right to suspend or terminate your account and prohibit any and all current or future use of the Site or any portion thereof by you. You may also be barred from use, membership, or participation in any other programs, or sites, related to RecPro and its subsidiaries. During the registration process, you will create a username and password. You are responsible for the confidentiality of your account and password and are fully responsible for all activities that occur under your account and (or) password. You agree to immediately notify us (RecPro) of any unauthorized use of your account or password or any other security breach and to ensure that you exit from your account at the end of each session. You agree to be responsible for all charges resulting from the use of your account on the Site including charges resulting from unauthorized use of your account. We are not liable for any loss or damage arising from your failure to comply with this section.
You agree to use the Site for lawful purposes and that you are responsible for your use of and communications on the Site. You agree not to post on or transmit through the Site any unlawful, infringing, defamatory, obscene, indecent, threatening, offensive, or otherwise objectionable material of any kind including any content that encourages illegal conduct or conduct that would encourage civil liability, infringe on other's intellectual property rights, or otherwise violates any applicable local, state, national, or international law. You agree not to use the Site in a manner that would interfere with the normal operation or infringe on any others use of the Site.
You agree not to access the Site by any means other than the interface we provide. Displaying or running the Site or any information or material presented on the Site in frames or through similar means on another website without our prior authorization is prohibited. Any permitted links to the Site must comply with all applicable laws, rules, and regulations.
We make no representation that Materials contained on the Site or that products described or offered on the Site are appropriate or available for use in jurisdictions outside the United States, or that this Agreement complies with the laws of any other country. Users of the Site outside the United States do so at their initiative and risk and are responsible for complying with all applicable laws and regulations. You agree not to access the Site from any location or territory where its contents are illegal and that you and not us, are responsible for compliance with all applicable laws and regulations.
We reserve the right to terminate any account if your order is deemed fraudulent or credit card charges are disputed. You agree that we may terminate or suspend your access to all or part of the Site, with or without notice, for any conduct that we, in our sole discretion, believe is in violation of any part of this Agreement, laws or regulations or is harmful to another user or us or our affiliates.
The following shall survive any termination of the Agreement either by us or you; Privacy, Liability Disclaimer, Severability; Interpretation, and Miscellaneous.
5. User Content and Conduct
Where applicable at the Site, you may post your content ("User Content"). You understand that you are solely responsible for any content you post to the Site or your platform. You alone assume all risks associated with your User Content including anyone's reliance on its accuracy, truthfulness or reliability or any disclosure by you of information in your User Content that makes you identifiable. You may not imply that we endorse your User Content. We cannot guarantee that other users will not misuse your User Content. If you have information you want to keep confidential and do not want others to use, do not post it to the Site. We will not be liable for any User Content, including, any errors or omissions, or any loss or damage incurred as the result of the use of any User Content in any manner posted to the Site. We are not responsible for any user's use or misappropriation of any User Content you post to the Site.
By posting User Content to the Site, you hereby grant (or warrant that the owner of such rights has expressly granted) us perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license to use, host, store, reproduce, adapt, publish, translate, edit, sub-license, modify, create derivative works from, communicate, publish, publicly display and distribute such User Content or incorporate such User Content into any form. You represent and warrant that the User Content you posted does not violate the privacy or publicity rights, copyrights, contract rights or any other rights including moral rights of any person.
You understand that we may preserve User Content and may disclose User Content if required to do so by law or in good faith belief that such preservation or disclosure is reasonably necessary to comply with the legal process, enforce this Agreement, respond to claims that any User Content violates the rights of third-parties, or protect the rights, property or personal safety of us, our users and the public. You understand that the technical processing and transmission of the Site, including your User Content, may require transmitting over different networks and changes to conform to technical requirements of connecting devices or systems.
User content, once submitted to RecPro (or any subsidiaries) via any transmission method, becomes the sole property of RecPro (or any subsidiaries.) The user (otherwise known as consumer, creator, or originator) forfeits any intellectual property rights to transmitted material.
We endeavor to observe the requirements of the Digital Millennium Copyright Act applicable to service providers. If you believe that any content provided through the Site infringes a copyright, you may contact our designated agent by e-mail to email@example.com or at the following mailing address:
Icon Direct Inc.
806 S. Division St.
Bristol, IN 46507
You must include the following information in your complaint:
o a description of the copyrighted work or other intellectual property that you claim has been infringed;
o a description of the material that you claim is infringing concerning the Site;
o your e-mail address, mailing address, and telephone number;
o a statement by you that you have a good faith belief that the use of the material on the Site is not authorized by the copyright owner, the copyright owner’s agent or the law;
o an electronic or physical signature of the copyright owner or person authorized to act on behalf of the copyright owner.
You agree not to use the Site to:
1. Post or otherwise transmit any user content that is harmful, false, unlawful, obscene, defamatory, or otherwise objectionable.
2. Harass, stalk, or otherwise abuse another consumer or RecPro associate.
3. Impersonate any entity or misrepresent your affiliation with any person or entity.
4. Harm minors.
5. Attempt to disguise the origin of any user content posted to the Site.
6. Post or otherwise transmit any user content that you do not have the right to communicate under any law, contractual or fiduciary relationships.
7. Post or otherwise transfer any user content that infringes on any patent, copyright, trademark or other proprietary rights ("Rights") of any party or post or otherwise transmits any protected material on the Site.
8. Post or otherwise send any unsolicited advertising, promotional materials, spam, junk mail, pyramid schemes, or any other form of solicitation.
9. Post or otherwise transmit any content that contains viruses, Trojan horses, or other harmful, disruptive or destructive materials that limit the functionality of any computer software, hardware or telecommunications equipment or interferes with any third party's use of the Site.
10. Collect data about other Site users.
11. Gain access to unauthorized areas of the Site including servers or networks.
We will terminate the account and block Site users who violate the Rights of any person on the Site. You understand that by using the Site, you may be exposed to other's User Content that is indecent or otherwise objectionable. We do not endorse or have control over User Content. User Content is not reviewed by us before posting and does not reflect our opinions. We make no representations or warranties express or implied concerning the accuracy or reliability of User Content or any other material or information you may obtain from the Site. We are not responsible for monitoring the Site for inappropriate User Content or conduct. If at any time we choose, in our sole discretion, to watch the Site, we nonetheless assume no responsibility for the User Content and have no responsibility for the conduct of the Site users submitting any such User Content.
Notwithstanding the preceding, we reserve the right to remove any User Content that violates this Agreement or is otherwise objectionable, in our sole discretion. You agree that you must evaluate and bear all the risks that are associated with the use of any User Content, including reliance on accuracy, completeness or usefulness of such content. In this regard, you acknowledge you may not rely on any User Content. You are solely responsible for your interactions with other Site users. We, in our sole discretion, have the right but are under no obligation to monitor communications between you and other Site users and to terminate your Site access.
You agree to indemnify us for any and all third-party claims, damages, losses, liability, and causes of action in any way arising from, or as a result of, your posting any content or materials or your failure to comply with this Agreement. You agree to cooperate as fully as reasonably required in defense of any claim. We reserve the right to assume the exclusive protection and control of any matter subject to indemnification by you, in which event you will still be required to indemnify us for the attorney fees and expenses in addition to any losses, claims, damages, and liabilities incurred by us.
We do not and cannot review all communications and content users post or upload to the interactive areas of the Site. We are not responsible for any of the content of these communications or materials posted or uploaded to the Site. We reserve the right to block, move, delete, edit in whole or in part, any content submitted by you to the Site that we determine to be fraudulent, deceptive, misleading, abusive, obscene, defamatory or a violation of a copyright, trademark or other intellectual property rights of another or otherwise unacceptable to us in our sole discretion. Any content posted to interactive areas of the Site should not be construed as professional healthcare advice or instruction.
Your participation in any Programs is completely voluntary and is effective until terminated by either RecPro or the consumer.
RecPro Rewards Program:
Rewards Program Period
The Rewards Program is on-going and will continue until terminated in accordance with the terms and conditions set forth herein (“Rewards Program Period”).
The Rewards Program is open only to RecPro customers who are at least 18 years of age, or older, at the time of participation. This Rewards Program is void where prohibited or restricted by law. Your participation in the Rewards Program and use of your Rewards Code or Rewards Link constitutes your full and unconditional agreement to these Terms and Conditions and RecPro’s decisions and interpretations, which are final and binding in all matters related to the Rewards Program.
General Rewards Program Information
Subject to the above eligibility requirements, you may participate in the Rewards Program when you purchase products offered for sale on RecPro’s website or apps. When you complete your first order, you will be enrolled in this Rewards Program and be deemed a participant in the Rewards Program to receive remuneration (“Remuneration”) at 3% of each order with your attached coupon code. There is only one proprietary code allowed per customer (code assigned or changed by the consumer, still being one, and one alone, allowed.
Once enrolled, you will receive a customized link (“Rewards Link”) as well as a special code (“Rewards Code”). Both the Rewards Link and Rewards Code will be linked to the participant’s account.
You may share your Rewards Code by advising your potential Referred Customers to use your Rewards Code in their shopping cart at the time of check out.
Once your Referred Customer places an order through your Rewards Link or provides us with your Rewards Code, and once such orders are completed, shipped, and paid, then you will earn Rewards for such orders which will be applied to your account in accordance with the Rewards Program Accounting and Payment Information section listed below. Length of program and rewards are at the discretion of RecPro.
You may receive a (i) 3% Reward for any orders placed by a Referred Customer for products sold on the RecPro site www.recpro.com. Subject to the below restrictions. There are limitations to the number of Rewards that you may receive and the time frame in which you may receive them. Only one account allowed per individual and up to five (5) customer accounts per household. Only one account can participate in this Rewards Program per individual
RecPro will track orders that qualify under this Rewards Program and may make those tracked orders available to you for up to three months.
For the purposes of determining the participant that will receive Rewards Credits for each Referred Customer order, RecPro will look to the Rewards Link or Rewards Code that was last used when finalizing such Referred Customer order.
Rewards Program Accounting and Payment Information
The percentage calculations to calculate the actual Rewards amount will be based on the total net purchase price of the products ordered by a Referred Customer.
Rewards will generally be applied to your account 30 days following the applicable transaction which is completed by a Referred Customer (“Pending Credit”).
After the 30 days referenced above, Pending Funds will be available in your account. Available Funds expire 180 days from when they become available in your account.
Once an Available Fund has been used, that amount will be deducted from your account (“Used Credit”).
Any Pending Credit or Available Fund may be adjusted accordingly if a Referred Customer subsequently returns or refuses a previously placed order (“Cancelled Fund”).
General Rewards Program Restrictions
RecPro reserves the right to invalidate Rewards if it determines that such funds were improperly credited to your account, obtained fraudulently or in violation of these Terms and Conditions.
A Rewards Program participant may use their code to receive the 5% discount on their purchase, but will NOT be reimbursed the 3% in the form of cash or any other type of compensation.
Rewards do not constitute property, do not entitle you to a vested right or interest, and are non-transferrable. All accounts must be in the name of a living person (the account holder), not a business entity (entities), group, organization, or any other body of individuals personal or private.
RecPro assumes no liability for discrepancies, delays, omissions, inconsistencies or errors in the calculation and the crediting of the Rewards Credits. The decisions of RecPro concerning the Rewards Program, including without limitation, the qualifying purchases, earned remuneration, account balances, time frames, and Rewards are final and binding and non-appealable in all respects.
If you create multiple accounts or attempt to participate in the Rewards Program using multiple identities, then RecPro, in its sole discretion, may disqualify you and void any or all such accounts. Rewards may not be combined from different promotions for any purpose. Any attempted manipulation of any RecPro programs (or programs associated with RecPro’s subsidiaries) can lead to termination from those programs and banishment from any future participation in RecPro programs, up to being banned from purchasing goods from the company and its websites.
RecPro reserves the right to cancel any orders placed on our website or apps in accordance with the Agreement.
You are not permitted to engage in any form of commercial advertising as this Rewards Program is not intended for commercial purposes. Rewards Codes are strictly prohibited from being placed on commercial sites (including but not limited to deal or coupon sites, eBay, Amazon, etc.) and will result in your account and funds being paused or blocked.
You are also prohibited from engaging in any reciprocal referrals that are intended to abuse and disrupt the normal operation of the Rewards Program.
General Promotional Restrictions
You may share your RecPro Reviews as well as your RecPro Rewards Code on a personal blog or your own social media accounts (e.g., Facebook, Twitter, and Google+) subject to the terms and conditions of those accounts. However, your social media profile may not contain an avatar or any other content that could be interpreted as being managed by RecPro, and your username cannot include the word “RecPro.” You are prohibited from posting your Rewards Code on any official RecPro social media account or the RecPro website (reviews, Q&A, etc.) in an attempt to generate Rewards Revenue.
Your blog, website or social media pages may not resemble RecPro’s website or include any content that could imply an affiliation with RecPro.
You may email your RecPro Rewards Code using your personal email or using the share icon found on RecPro’s website. However, such emails cannot look as if they are being sent or sponsored by RecPro. You represent and warrant that you will not engage in and facilitate spamming, unsolicited commercial email or otherwise fail to comply with the CAN-SPAM Act of 2003 (Public Law 108-187) or any successor legislation, and any other laws and/or regulations that govern email marketing and/or communications.
You may not purchase or use domain or subdomain names that include the word “RecPro” or certain variations and misspellings in any username, group name, or identifier on a social networking site. Examples of such domains include www.recpro.sitename.com or www.recpro-sitename.com.
You may not create or utilize any client-side application (browser plugin, extension, executable, etc., installable by the end user) on any device that might imply affiliation with RecPro. Additionally, to the extent that you create an app, such apps may not integrate and use RecPro’s app in any way.
Additional restrictions on your promotional activity
1. Promotional activity may not contain violent, defamatory, sexually explicit materials, or include content suggesting or promoting illicit activity.
2. You may not link any content to or redirect traffic to sites other than RecPro.com (parts of your site that do not promote RecPro’s products may contain links to other sites.)
3. You may not alter any material or add any additional information which may be misleading to customers.
4. You will promptly remove items that are no longer advertised or sold by RecPro.
5. You will not use names or likenesses in a matter implying a person’s or company’s endorsement of or sponsorship of, or commercial association (including placing unrelated materials in close proximity to content) with RecPro.
6. You may not include on your site, display, or otherwise use links or content which contain or have a connection to malicious or harmful code, or any application not knowingly and expressly authorized by users before being downloaded.
7. You may not attempt to redirect or intercept traffic from any site participating in the Rewards Program.
8. You may not incorporate RecPro.com into a web view or integrated web browser within a mobile application.
9. Transitional pages, popup and layered ads for promotional activity are not allowed.
10. Artificially generating clicks or impressions to create sessions on RecPro.com, whether by software or otherwise is prohibited.
11. You may not use your Rewards Code to generate Rewards Remuneration from your purchases or for any commercial resell purposes.
12. All “paid search” placement and redirecting links are prohibited and may result in the suspension of the Rewards Program linked to your account and any Rewards accrued from such activity will be voided. For purposes of these Terms and Conditions, a “paid search” is an advertisement purchased through bidding on keywords, search terms or other participation in a keyword auction such as Google, Yahoo, Bing, Yandex, Baidu, Naver or any other search engine, portal, sponsored advertising service, or different search or referral service, or any site that participates in any of their respective networks.
13. You may not use likenesses of RecPro employees or spokespersons as endorsing your personal code. You may not falsely claim association with RecPro employees or spokespersons as an endorsement for your individual, or any other, program code.
All accounts, qualifying purchases, and Rewards are subject to verification at the sole discretion of RecPro. RecPro reserves the right to void Rewards and suspend/block your account from any IP address or device if any fraudulent or suspicious activity is detected or suspected.
No Rewards will be valid if associated with any participant account deemed void for violations of any provisions contained in these Terms and Conditions.
RecPro may (but is not obligated in any way) send you an email notification when voiding your Rewards and suspending/blocking your account.
Any misuse of this Rewards Program will result in immediate termination and forfeiture of all accumulated Rewards.
Rewards Program Termination
In the event of termination of this Rewards Program, we should distribute Rewards to you, in RecPro’s sole discretion, either in the form of Rewards to be used towards RecPro.com purchases or a check. Our obligation is limited to a maximum of three months of Rewards, calculated based on your Rewards for the month before the month in which the Rewards Program is terminated.
RecPro may change its policy or set limitations and restrictions on this Rewards Program at any time and without any form of notice. Except as expressly stated above, RecPro shall not have any liability or obligation with regards to the application of this Rewards Program and any decision that RecPro makes concerning any earned Rewards.
8. Liability Disclaimer
YOU AGREE THAT THE USE OF THE SITE OR PARTICIPATION IN ANY PROGRAM IS AT YOUR SOLE RISK. THE SITE, THE PROGRAMS, AND THE MATERIALS CONTAINED HEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. RECPRO AND OTHER AFFILIATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF ANY OF THEM (COLLECTIVELY, "RECPRO ENTITIES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
RECPRO ENTITIES MAKE NO WARRANTY THAT THE SITE, OR ANY PROGRAM WILL MEET YOUR REQUIREMENTS, THE SITE MAY BE TIMELY, SECURE, ERROR-FREE OR UNINTERRUPTED, THE RESULTS OBTAINED FROM THE SITE OR FROM ANY PROGRAM WILL BE ACCURATE OR RELIABLE, THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND ANY SITE ERRORS WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE OR VIA ANY PROGRAM IS DONE AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL. NO INFORMATION OBTAINED BY YOU FROM RECPRO ENTITIES, THROUGH THE SITE OR THROUGH A PROGRAM SHALL CREATE ANY WARRANTY RELATING TO THE SITE OR SUCH PROGRAM NOT EXPRESSLY STATED IN THIS AGREEMENT.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, RECPRO ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE concerning THE PRODUCTS AND SERVICES LISTED OR PURCHASED ON THE SITE AND YOUR PARTICIPATION IN ANY PROGRAM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RECPRO ENTITIES EXPRESSLY DISCLAIM ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS ATTRIBUTABLE TO NORMAL WEAR, PRODUCT MISUSE OR MODIFICATION, ABUSE, INCORRECT PRODUCT SELECTION AND NOT FOLLOWING PRINTED DIRECTIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RECPRO ENTITIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR INFORMATION, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF RECPRO ENTITIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE ARRANGEMENT BETWEEN RECPRO AND YOU. THE PRODUCTS, INFORMATION, PROGRAMS, AND SERVICES OFFERED ON AND THROUGH THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. SUBJECT TO THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (I) IF YOU ARE A CUSTOMER, THE MAXIMUM LIABILITY OF RECPRO ENTITIES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR ANY PRODUCT, INFORMATION OR SERVICE PURCHASED BY YOU FROM RECPRO ON THE SITE, AND (II) IF YOU ARE A PARTICIPANT IN ANY PROGRAM, THE MAXIMUM LIABILITY OF RECPRO ENTITIES SHALL BE LIMITED TO THE AMOUNT CREDITED OR PAID TO YOU BY CREDIT UNDER THE APPLICABLE PROGRAM DURING 12 MONTHS PRIOR TO THE DATE LEADING TO LIABILITY.
WE MAKE NO GUARANTEE OR WARRANTY concerning ANY PRODUCTS OR SERVICES SOLD. WE ARE NOT RESPONSIBLE FOR ANY DAMAGES FOR INFORMATION, PRODUCTS, OR SERVICES PROVIDED BY THIRD PARTIES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NEW JERSEY, THIS LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY DUE TO INTENTIONAL OR RECKLESS CONDUCT, GROSS NEGLIGENCE, STRICT LIABILITY, NEGLIGENCE OR VIOLATION OF A STATUTORILY IMPOSED DUTY ON THE PART OF RECPRO.
You agree to indemnify, defend and hold harmless RecPro from and against all losses, expenses, costs and damages including attorney's fees resulting from your use of or contact on the Site, your participation in any Program, your use or your inability to use the Site or services, any products or services purchased or obtained by you in connection with the Site, any Site postings or activity related to your account made by you or another person, your violation of any terms of this Agreement, your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. You agree to cooperate as fully as reasonably required in defense of any claim. We reserve the right to assume the exclusive protection and control of any matter subject to indemnification by you, in which event you will still be required to indemnify us for the attorneys’ fees and expenses in addition to any losses, claims, damages, and liabilities incurred by us. You shall not, in any event, settle any matter without the prior written consent of RecPro. In New Jersey, this indemnification provision does not apply to your liability resulting from intentional or reckless conduct, gross negligence, strict liability, negligence, or violation of a statutorily imposed duty on the part of RecPro.
10. Copyright, Trademarks, and other Intellectual Property
You acknowledge that all materials on the Site or provided in connection with the Programs, including the Site’s design, text, graphics, sounds, pictures, software and other files and the selection and arrangement thereof, (collectively, "Materials"), are RecPro’s property and are subject to and protected by United States and international copyright or other intellectual property laws and rights. The trademarks, service marks, trade names, and logos (collectively, "Marks") contained on the Site, including without limitation RecPro® are the sole property of RecPro. In addition, all page headers, custom graphics, and custom icons are Marks of RecPro. RecPro grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Materials and Marks only in the manner permitted by RecPro for your personal and non-commercial use only (the “License”). This License remains in effect until either you or us terminate this Agreement in accordance with this Agreement. Any unauthorized use of the Materials or Marks shall be grounds for termination of the License. RecPro and its licensors reserve all rights not expressly granted herein. Other copyrights, trademarks, product names, company names, logos or intellectual property are the property of the respective owners with all rights reserved.
This Agreement constitutes the only Agreement between you concerning the subject matter of this Agreement and us. This Agreement supersedes all prior or contemporaneous Agreements, representations, warranties, and understandings, written or oral, concerning the subject matter of this Agreement.
11. Severability; Interpretation
If any provision of this Agreement is deemed void, unlawful, or otherwise unenforceable for any reason, that provision will be severed from this Agreement and the remainder of this Agreement will remain in force. When used in this Agreement, the term "including" will be deemed to be followed by the words "without limitation."
12. Applicable Law; Jurisdiction; Dispute Resolution and Class Waiver:
All questions concerning the construction, validity, enforcement, and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of California, without giving effect to any choice of law or conflict of law.
To the fullest extent permitted by law, you and RecPro Entities agree to arbitrate any controversy, claim or dispute arising out of or in any way related to this Agreement, including but not limited to claims based on contract, tort, negligence, statutory or regulatory provisions. BY USE OF THE SITE THE CONSUMER IS GIVING UP ITS RIGHT TO SUE IN COURT AND TO HAVE ANY CONTROVERSY, CLAIM OR DISPUTE HEARD BY A JUDGE OR JURY, ONLY AGREEING TO ARBITRATION.
YOU AND RECPRO ENTITIES EXPRESSLY AGREE TO ARBITRATE ANY CONTROVERSY, CLAIM OR DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO THRESHOLD ARBITRABILITY ISSUES, INCLUDING ISSUES RELATED TO WHETHER THE AGREEMENT IS UNCONSCIONABLE OR ILLUSORY AND ANY DEFENSE TO ARBITRATION. YOU ALSO AGREE THAT ANY ARBITRATION MAY ONLY BE BROUGHT IN YOUR AND OUR CAPACITIES, NOT AS A CLASS, PURPORTED CLASS OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL OR ENTITY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
The mutual promise by you and RecPro, RecPro subsidiaries, and Icon Direct Inc. to arbitrate any and all disputes, and to do so on an individual basis, rather than to litigate before the courts or other bodies, provides the mutual consideration for this agreement to arbitrate.
Either party may exercise the right to arbitrate by providing the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims. In no event shall the request for arbitration be made after the date when the applicable statute of limitations would bar the institution of legal or equitable proceedings based on such claims.
Unless RecPro Entities otherwise agreeS, the arbitration will be conducted in Elkhart County, Indiana and presided over by a single neutral arbitrator (or arbitration entity) and in accordance with the then-current rules for resolution of disputes of the American Arbitration Association (AAA) (available online at www.adr.org). The parties are entitled to representation by an attorney (or attorneys) or another representative (representatives) of their choosing. The parties agree to abide by and perform any award rendered by the arbitrator. The arbitrator shall issue the award in writing and therein state the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court having jurisdiction thereof.
All arbitration will be binding and subject to the laws at the local, state, and federal level. Once a decision has been delivered by the arbitrator (or arbitration agency), it is binding and final. This ruling binds the claimant (unless the claimant is RecPro, any subsidiary of RecPro, or Icon Direct Inc.) The claimant may not pursue additional litigation in small claims, civil, or criminal court (except in very limited circumstances outside of the arbitration ruling in accordance to the current laws and bylaws set by the American Arbitration Association.)
The AAA's rules will govern payment of all filing, administration and arbitrator fees.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns.
The failure of RecPro to enforce your strict performance of any term of this Agreement will not constitute a waiver of such term and will not be considered a waiver or limit that party's right after that to insist upon strict adherence to that term or any other term of this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or relating to the use of the Site or this Agreement must be filed within six (6) months after such claim or cause of action arose or such claim or cause of action will be permanently barred. The "Liability Disclaimer" provisions of this Agreement are for the benefit of RecPro Entities as defined herein, and each of these individuals or entities shall have the right to assert and enforce these provisions directly against you on its behalf.
14. Contact Us:
If you have any questions about this Agreement, contact our Customer Care Department during regular business hours*
*business hours subject to change*