1.1. Abolyn (referred to as "the Company," "we," "us," or "our") offers a service (the "Service") that provides a platform for sourcing goods from multiple third-party vendors ("Vendors"). All use of the Service is subject to the terms in these Terms and Conditions (this "Agreement"). By accessing or using the Service, you acknowledge that you have read, understood, and agreed to this Agreement. If you do not accept these terms, do not use the Service. Access and use of the Service are also subject to our Privacy Policy.
1.2. We may modify this Agreement at any time without prior notice. You can always find the current version by clicking the "Terms and Conditions" link on the Abolyn website (the "Site"). The revised Agreement will become effective upon posting. Continued use of the Service constitutes acceptance of the revised Agreement.
1.3. By using the Service, you consent to receive electronic communications from us via email or notices on the Site. You agree that all such communications meet any legal requirement that they be in writing.
2.1 The Service contains various forms of content, including text, graphics, and software (the "Content"). The Content is protected by intellectual property laws. Unauthorized use of the Content may result in legal consequences. You may access and use the Content only for personal purposes. You may not modify, distribute, or create derivative works from it without permission. We reserve the right to revoke your access to the Content or Service for any violation.
2.2 The Company Trademarks used on the Service are our trademarks. Other trademarks may also be used (collectively, "Trademarks"). Nothing on the Service or this Agreement grants you the right to use any Trademark without our permission. Misuse of Trademarks or linking to them without permission is prohibited.
2.3 Abolyn respects intellectual property rights. If you believe your work has been infringed, please follow the Notice and Procedure for Making Claims of Copyright Infringement.
2.4 You agree not to take actions that could interfere with the Service, such as attempting to copy or reverse engineer the software, deleting or altering material, or overloading the Site's infrastructure.
2.5 The Service may link to third-party websites ("External Sites"). These links are for your convenience and not an endorsement. Abolyn is not responsible for the content or practices of these External Sites and is not liable for any damages resulting from using External Sites. Proceed at your own risk.
2.6 If you provide suggestions or feedback ("Feedback"), we have the right to use it in any way, including creating derivative works or developing products based on it without any payment to you..
3.1 Abolyn and its affiliated parties, including its officers, employees, and other partners, make no guarantees about the Service, Site, or Content, including its accuracy, completeness, timeliness, or reliability. Abolyn and its affiliated parties are not liable for errors, delays, or interruptions in the information displayed on our site. You agree that you use Abolyn's site at your own risk with no guarantee the service will be free from errors that may cause you harm.
3.2. The Service and Content are provided "as is" and on an "as available" basis without any warranties, including non-infringement of third parties' rights, fitness for a particular purpose, and any and all implied warranties, including title, merchantability,
3.3. The Company is not liable for any damages, including but not limited to incidental and consequential damages, lost profits from the use or inability to use the Service, no matter the basis in legal theory for such claim including warranty, contract, or tort (including negligence).
3.4 Abolyn is not responsible for storing or making backups of any of your account information or business records including but not limited to your order and tax exemption history. You are solely responsible for any and all backups you deem necessary.
3.5. Some states, such as New Jersey, do not allow the disclaimer or exclusion of certain warranties or limitations or exclusions of liability for incidental and consequential damage. In such states, the foregoing sections are intended to be only as broad as permitted by law and the liability of Abolyn and its affiliated parties shall be limited to the greatest extent permitted by law. If any portion of these sections is held to be invalid under the laws of any state, the invalidity shall not affect the remaining portions of the applicable sections.
You agree to defend, indemnify, and hold harmless Abolyn and its affiliated parties against any claims, actions, or demands including reasonable legal and other fees arising from your breach of this Agreement or access to or misuse of the Service, Site, or Content. Abolyn shall provide notice to you of any such action and reserves the right to assume the exclusive defense and control of any matter subject to indemnification under this section. You agree to cooperate with any reasonable requests to assist the defense of such matter.
The Company reserves the right to restrict, suspend, or terminate this agreement and your access to the Service, Site, or Content, at any time and for any reason without notice. We reserve the right to change or discontinue any part of the Service without notice. Sections 2 (Use of the Service), 3 (Limitation of Liability and Disclaimer of Warranties), 4 (Indemnification), 5 (Termination of the Agreement), and 7 (Additional Terms) will survive the termination of this Agreement.
6.1 The Service is hosted in the United States. You are solely responsible for ensuring compliance with the laws of your jurisdiction if you access the Service, Site, or Content from outside the U.S.
6.2 The export of products and information is regulated by the United States Government. You agree to comply with these restrictions and not to export or re-export any items purchased using the Service or any of the Site or Content to prohibited countries or individuals. You affirm that you are not located in a restricted country or individually subject to export restrictions. You affirm and acknowledge that you are solely responsible for compliance with relevant import, export, or re-export laws in your jurisdiction.
6.3 You will not use Abolyn to attempt to buy or sell anything in contradiction of any law.
7.1 This Agreement is governed by Delaware law, without respect to conflict of laws provisions. You expressly agree to submit to the jurisdiction of the courts in Delaware.
7.2 If any part of this Agreement is found invalid, the remainder will remain in full force and effect. Failure of Abolyn to enforce any provision of this Agreement does not waive that provision. No waiver shall be effective against the company unless made in writing and shall be in effect for only that single instance.
7.3 These terms and conditions make up the entire agreement between you and the Company regarding the subject matter. Section headings are provided for convenience and have no legal impact.
7.4 This Agreement will apply to and benefit our successors, assignees, licensees, and sublicensees.
8.1 Abolyn offers features to help users compare and purchase goods from multiple vendors. We provide a consolidated platform for efficient sourcing but cannot guarantee the quality or accuracy of third-party data. Features may be added or suspended at any time with no notice to the user.
8.2 Abolyn does not sell or ship goods directly. All goods are sold according to the vendor's terms, and customers should refer to those terms for complete policies related to purchasing and shipment. Be aware that the risk of loss and title for such goods may pass to you at different stages of the shipping or return process based on the vendor’s terms.
8.3 Abolyn curates information from various sources to provide product information to the best of our ability but does not warrant or guarantee its accuracy or completeness. If you are unsure about the accuracy of a product’s information, we suggest verifying it with the vendor or manufacturer. If a product you order does not match the description, your sole remedy is to return it to the vendor pursuant to the vendor’s return policy. Abolyn is not responsible for and assumes no liability for the products you order using information from its Service, Site, or Content.
8.4 Abolyn is not a seller of any goods. Prices displayed on Abolyn’s site represent the pricing offered by the vendor and may not always be accurate. Abolyn makes no warranties about the accuracy of pricing or available information. Changes in vendor websites can cause discrepancies in pricing or availability. If you notice a vendor’s pricing or information is incorrect or otherwise defective please email support@abolyn.com.
8.5 Abolyn may partner with or form other affiliate relationships with vendors at its sole discretion including receiving a commission from such vendors. Abolyn will not boost or otherwise promote these vendors in its search results on the sole basis of their partnership with Abolyn. Abolyn may but is not required to disclose such relationships to you.
8.6 Abolyn offers different services to different customers based on their individual needs. The pricing and terms of these services will be agreed to in a separate agreement.
9.1 By providing your account information, you authorize Abolyn to access vendor websites, act as your agent solely for providing the Service, and grant Abolyn a limited power of attorney. This means Abolyn will be able to act as your attorney-in-fact and agent and will be able to use your information with the full power and authority to do and perform whatever it deems necessary to perform these actions as if you were doing these actions yourself. YOU ACKNOWLEDGE AND AGREE ABOLYN IS ACTING AS YOUR AGENT AND NOT AS AN AGENT OF OR BEHALF OF ANY VENDOR. Abolyn is not responsible for any errors, fees, or other Service issues that may arise from inaccurate information provided by you or stored within any vendor account you give Abolyn access to.
9.2 Anything you share with Abolyn, including but not limited to account information, and any other user-generated content, grants Abolyn a license to use it for providing and improving the Service.9.3Signing up for Abolyn grants us permission to interface with vendor services on your behalf. If you supply us with any vendor account login information, you expressly designate Abolyn as your authorized agent and represent that you are authorized to do this by your company or organization.
10.1 You agree to promptly pay Abolyn any fees not paid when due according to your billing terms.
10.2 You agree that any dispute or claim relating to your use of the Service, Site, or Content will be resolved by binding arbitration administered by the arbitration service JAMS. The Federal Arbitration Act and federal arbitration law apply to this agreement. If any claim nonetheless proceeds in court rather than arbitration we each waive any right to a jury trial.
10.3 We agree that any dispute resolution proceedings will be conducted individually, not as a class, consolidated, or representative action. If a claim is heard in court instead of arbitration, we both waive the right to a jury trial. Both parties also agree that you or we may bring suit in court to seek an injunction or other remedies against any misuse or infringement of intellectual property rights.
