RETRUNGOODS.COM ONLINE

SERVICE AGREEMENT

 

Last Updated: August 2009

 

AGREEMENT BETWEEN YOU AND RETURNGOODS.COM

 

These Terms of Service are an agreement between Returngoods.com, a division of ExecutiveTask, Inc. (or, if applicable based on where you live, one of its affiliates) and you, the “Agreement”. This Agreement applies to all Returngoods.com Online services (including pre-release services) and software, including any updates, upgrades, support, and content (e.g., audio and visual information, documents) contained or made available to you in the course of your using the Service (collectively referred to as the “Service”).

 

Please read this Agreement carefully. The Service may have other posted notices or codes of conduct. All such notices and codes of conduct are incorporated by reference into this Agreement. By subscribing to and/or using any of the service, you agree to be bound by this Agreement, including any modifications made to it from time to time. If you do not agree to the terms and conditions in this Agreement you may not subscribe to or use the Service.

 

"You" and “your” means you, your company, your employees, and your agents whom you have designated as “authorized users” or “administrators” of the Service and your account. “We” and “our” means Returngoods.com (a division of ExecutiveTask, Inc.) or its affiliates. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.

 

1.    Pre-release Service

     1.1. If you signed up for an Early Access version of the Service, it is a pre-release version of the Service. It may not work the way a final version of the feature or Service will. We may not release a commercial version. We also reserve the right to change a pre-release Service at any time without advance notice to you. We will notify you when the pre-release Service becomes a commercial version of the Service and the terms of this Agreement will still apply.

     1.2. Confidential Information. The pre-release version of the Service, including its user interface, features and documentation, is confidential and proprietary to Returngoods.com and its suppliers. For five years after you subscribe to the prerelease version of the Service or the subsequent commercial version of the Service, whichever is first, you may not disclose confidential information to third parties. You may disclose confidential information only to your employees and consultants who need to know the information. You must have written agreements with them that protect the confidential information at least as much as this Agreement. Your duty to protect confidential information survives this Agreement.

          1.2.1.   Exclusions. You may disclose confidential information in response to a judicial or governmental order. You must first give written notice to Returngoods.com to allow it to seek a protective order or otherwise protect the information. Confidential information does not include information that:

          1.2.1.1.       Becomes publicly known through no wrongful act;

          1.2.1.2.       You received from a third party who did not breach confidentiality obligations to Returngoods.com or its suppliers; or

          1.2.1.3.       You developed independently.

 

2.    When You May Use the Service

     2.1. Subscribing to the Service. You must sign up for a subscription to one of the Service offers, the “Subscription,” before you can use the Service. Only you or those individuals that you or your administrator designates in User Management as authorized users are licensed to access or use the Service. The Service to which you subscribe will begin after Returngoods.com receives and processes all of the information requested in the sign up process. You represent and warrant to Returngoods.com that the information you provide in the sign up process for the Service is true and accurate.

     2.2. Authorized Users. Only users who have administrator privileges may add additional authorized users to the Service up to and including the total number of user licenses purchased during the Service offer for which you subscribed. User licenses cannot be shared or used by more than one individual authorized user and cannot be reassigned to a new user to replace a current authorized user who has terminated employment or otherwise changed job status or function and no longer uses the Service. However, administrator user who has administrator privileges may delete an authorized user from the Service and add a new authorized user to the Service to replace the former authorized user. If you wish to use the Service for more than the total number of user licenses available through the Service level you subscribed to, you must subscribe to the appropriate Service level prior to commencing any such use.

     2.3. Additional Users. You do not need to purchase additional user accounts for external users who access the Service without using any of the software. “External users” means users that are not (i) you; (ii) you or your affiliates’ employees, or (iii) you or your affiliates’ contractors and agents.

3.    How You May Use the Service

     3.1. You may use the Service only for your internal business purposes. All rights not expressly granted to you under this Agreement are reserved by Returngoods.com and its licensors. Unless applicable law gives you more rights despite this limitation, you may use the Service only as expressly permitted in this Agreement. In using the Service, you will:

          3.1.1.   comply with all laws,

          3.1.2.   comply with any codes of conduct or other notices we provide,

          3.1.3.   comply with the Returngoods.com Anti-spam Policy,

          3.1.4.   keep your password secret, and

          3.1.5.   promptly notify us if you learn of a security breach or unauthorized access related to the Service.

 

4.    How You May Not Use the Service

     4.1. In using the Service, you may not

          4.1.1.   use the Service in any way that harms Returngoods.com or its affiliates, resellers, distributors and/or vendors (collectively, the “Returngoods.com parties”), or any customer of a Returngoods.com party or the Service or other Service users;

          4.1.2.    engage in, facilitate, or further unlawful conduct;

          4.1.3.   damage, disable, overburden or impair the Service (or the networks connected to the service) or interfere with anyone’s use and enjoyment of the Service;

          4.1.4.   resell or redistribute the Service, or any part of the Service, unless you have a contract with Returngoods.com that permits you to do so;

          4.1.5.   use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”);

          4.1.6.   use any unauthorized automated process or service to access and/or use the Service (such as a BOT, a spider, periodic caching of information stored by Returngoods.com or “meta-searching”), however, periodic automated access to the Service for report creation or scheduling is permitted;

          4.1.7.   use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Service or work around any of the technical limitations in the Service;

          4.1.8.   modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Service or in any technology, or system used by Returngoods.com in connection with providing the Service, except and only to the extent that applicable law expressly permits You to do so despite this limitation;

          4.1.9.   create Internet "links" to the Service or "frame" or "mirror" any content of the Service to give the impression that you are offering all of the functionality of the Service as your own service located on your own servers;

          4.1.10. build a product or service using similar ideas, features, functions or graphics of the Service;

          4.1.11. copy any ideas, features, functions or graphics of the Service; or

          4.1.12. access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

 

5.    Your Service Account

     5.1. Responsibility for Your Account. Only you may use your Service account. We may allow you to setup additional member accounts that are dependent on your account (an “associated account”). We may limit who can use your Service account or any associated accounts. You are responsible for all activity under your Service account, associated accounts and passwords. You are solely responsible for monitoring usage of your Service account and for any use or misuse of your Service account or the Service resulting from any third party using any password or user name selected by you or issued to you.

     5.2. Accuracy of Your Information. You agree to provide Returngoods.com with complete and accurate contact information. This information includes your legal company name, street address, email address, and the name and telephone number of your administrator. You agree to update this information within thirty (30) days of any change to it. If the contact or billing information you have provided is false or fraudulent, Returngoods.com reserves the right to terminate your access to the Service in addition to pursuing any other legal remedies.

     5.3. Data. Returngoods.com does not own any data, information or material that you submit to the Service in the course of using the Service ("Data"). You are responsible for maintaining and backing-up any Data that you use with the Service. You, not Returngoods.com, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use the Data. Returngoods.com shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data that you use with the Service.

 

6.    Associated Account Users

     6.1. If you are the authorized user of an associated account, then the person or entity that gave you access to the Service (the account holder) has full control over your associated account. This control includes the right to end the Service, close or alter your associated account at any time, and, in some cases, request and receive machine and Service usage information related to your associated account. As an associated account holder, this Agreement applies to you.

 

7.    How We May Change This Agreement

     7.1. Returngoods.com may change this Agreement at any time without notice. If we make a material change to this Agreement, we will notify you at least 30 days before the change takes place. If you do not agree to the change, you must cancel and stop using the Service before the change takes place. If you do not stop using the service, your continued use of the Service will be under the changed Agreement.

 

8.    Charges and Billing

     8.1. This section applies in all situations in which you pay Returngoods.com directly for a Service. Even if your Subscription does not require a payment to Returngoods.com for the Service, you may still incur other charges incidental to using the Service; for example, charges for phone or Internet access, mobile text messaging, wireless service and other data transmissions.

     8.1.1.   Payment. When you sign up for the Service, you will provide a payment method. You confirm that you are authorized to use the payment method. You authorize us to charge you for the Service using your payment method and for any paid feature of the Service for which you choose to sign up or use while this Agreement is in force. If the amount to be charged to your payment method is greater than the amount you pre-authorized, we will tell you the amount at least 10 days before we charge you.

     8.1.2.   Subscription Fees and Renewals.

          8.1.2.1.       “Subscription Fee” means the monthly amount you are required to pay for your Subscription to the Service. You may be required to pay your Subscription Fee in advance, in arrears or both, depending on whether you are making a one-time or a recurring payment. We may charge you at one time for more than one of your prior billing periods.

          8.1.2.2.       The Subscription Fee charged for the Service excludes taxes, phone and Internet access charges, mobile text messaging, wireless service and other data transmissions, unless stated otherwise. These taxes and charges are your responsibility. Currency exchange settlements are based on your agreement with your payment method provider.

          8.1.2.3.       The Subscription Fee you pay will be in effect for the duration of each of your Subscription periods for the Service. Renewals of your Subscription to the Service will be at the then current pricing and terms.

          8.1.2.4.       Your Subscription to the Service will be automatically renewed at the end of your Subscription period unless you cancel your Service prior to the end of the Subscription period if you not want it to renew. If you don’t cancel your Subscription prior to the end of your Subscription period your Subscription will be renewed automatically at the then current pricing and terms.

          8.1.2.5.       We may change the pricing for the Service from time to time, but we will give you at least 90 days notice before the new pricing takes effect. At the end of your Subscription period, if you do not agree to the new pricing for the Service, then you must cancel and stop using the Service before the renewal for a new Subscription period.

     8.1.3.   Trial Period Offers. You may receive a limited time of free Service for a pre-release Service or some other trial period offer. Unless we tell you otherwise, if you are participating in any trial period offer, you must cancel the Service by the end of the trial or pre-release period to avoid incurring charges. If you do not cancel your Service by the end of the trial or pre-release period and we have informed you that the Service will automatically be converted into a paid subscription at the end of the trial or pre-release period, then you authorize us to charge your payment method for the Service.

     8.1.4.   Updates to your Billing Account. You must keep all information in your billing account accurate and current, including your billing address and any expiration date for your payment method. You can access and make changes to your billing account in Returngoods.com. However, if we are able to accept alternative methods of payment at a future date, you may request to change your payment method at any time. If you tell us to stop using your current payment method, but you do not provide an alternative payment method, we will cancel your Service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.

     8.1.5.   Service Conversion. In the future, you may be able to switch your current Service to a different Service offering. If you do, you authorize us to charge your payment method for any new Service charges. If you switch to a Service that we do not charge a Subscription Fee for or where we charge a lower fee, we may, but are not required to, refund the unused portion of the Subscription Fees for the Service you previously used or the difference in the amount of the Subscription Fees between the two Services. You may not credit any refunds to other services.

      8.1.6.   Refunds. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by law. The costs of any returns will be at your expense, unless otherwise provided by law.

      8.1.7.   Payments to You. To receive a payment, you must promptly provide us with all information we need to make the payment (for example, bank account information for receiving the payment). You must provide us with the information we request before your right to receive payment accrues. You are responsible for the accuracy of the information you provide and any taxes you may incur as a result of receiving a payment. If you receive a payment that was not due to you, we may reverse or seek return of the payment, and you agree to cooperate with us.

      8.1.8.   Late Payments. Except to the extent prohibited by law, we may assess a late charge if you do not pay on time regardless of any disputes you may have raised about your bill. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts. These costs may include reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your Service if you do not pay in full and on time.

 

9.    Changes to the Service; Cancellation or Termination

     9.1. By Returngoods.com. We may change the Service at any time and for any reason without notice. We may cancel or suspend your Service or a portion of your Service at any time and for any reason without notice, including if you violate the terms of this Agreement. If we do, your right to use the Service will stop right away. Cancellation of the Service will not change your obligation to pay any charges due on your billing account for your current subscription period. If we cancel the Service without cause, we will refund the unused portion of your Service charge for that period on a pro rata basis.

     9.2. By You.

          9.2.1. Cancellation: You may cancel your Returngoods.com Online service at any time for any reason. To cancel, send an e-mail to support@returngoods.com. If you cancel your service before the end of your service term you will be charged a cancellation fee of $50 per user for the total number of users on your subscription, except if you cancel within 30 days of the end of your subscription term.

               9.2.1.1. First-time subscribers: You may cancel your subscription at any time within the first 30 days of sign up without a cancellation fee.

               9.2.1.2 Renewals: Your account will be auto-renewed at the end of your contract period if you do not cancel or upgrade ahead of time. We will provide you adequate notice about the end of your contract and our auto-renewal policy. If you cancel your subscription any time after auto-renewal you will be charged the cancellation fee of $50 per user.

          9.2.2. Reducing number of user licenses in your subscription: You may reduce the number of user licenses that you have with Returngoods.com Online at any time for any reason. Please note that you will need to maintain a minimum of 5 user licenses on your subscription. If you reduce the number of user licenses in your subscription before the end of your service term you will be charged the applicable pro-rated fee for each user license disabled for the period of usage up to the date of cancellation. You will also be charged a cancellation fee of $50 per user license disabled.

     9.3. Conversion from Returngoods.com Online to Returngoods.com On-Premise: If you cancel your Online account to migrate to our on-premise, the cancellation fee will be waived. This benefit is only offered to organizations that have an active Returngoods.com Online subscription and that have made at least 3 months of service payments.

     9.4. Data. Upon termination or cancellation of the service by you or us for any reason, Returngoods.com may delete your data permanently from our servers. You are responsible for taking the necessary steps to back up your data and ensuring that you maintain your primary means of business.

     9.5. Waiver of rights and obligations. To the extent necessary to implement the termination of this Agreement, each party waives any right and obligation under any applicable law or regulation to request or obtain intervention of the courts to terminate this Agreement.

 

10. Limits on Service

     10.1. Returngoods.com may establish limits on the Service. For example, we may limit

          10.1.1. the number of days the service will retain any content that Returngoods.com, you or other users may post or provide;

          10.1.2. the number and size of e-mail messages that you may send or receive through the Service;

          10.1.3. the maximum storage space on Returngoods.com’s servers available to you;

          10.1.4. the number of users on your account or any associated accounts;

          10.1.5. the number of Service accounts to which you may subscribe;

          10.1.6. how long we retain an inactive Service account, which we define as one where you do not sign in to the Service for an extended period of time;

           10.1.7. the number of transactions you can conduct through the service; and

          10.1.8. the number of asynchronous transactions that can be executed with an organization

     10.2.             If you exceed the published Service storage limits, Returngoods.com may give you the right to delete data until the storage limit is met. If you exceed the published Service limits, Returngoods.com reserves the right to cancel your service.

 

11. Returngoods.com Does Not Have Editorial Control

     11.1. Content. Returngoods.com, you, your associated account users and third parties may be able to post or store materials, including data, documents, information, advertisements, communications, messages and links to third party Web sites (“content”) on the Service. You may be able to post or provide materials (including feedback) that are part of the Service in a publicly accessible or other public area that allows you to communicate with others (“public areas of the service”). It also includes areas of the Service to which you can control access by your authorized users of associated accounts, (“private areas of the service”).

     11.2. Intellectual property rights. Returngoods.com does not sanction or approve the unauthorized use of content protected by copyright and other intellectual property rights. You understand that sharing content that violates others’ copyrights and intellectual property rights violates this Agreement. You represent and warrant that the use and publication of the content by you and others does not violate the intellectual property rights of any third party. You understand that Returngoods.com may remove content at any time without notice when the content violates this Agreement or an applicable code of conduct, or when we have a good faith reason to believe it is necessary to do so.

     11.3. Posting Content. You understand that Returngoods.com does not control or endorse the content that you and others post or provide on the Service. Returngoods.com doesn’t claim ownership of content that you and others post or provide. By posting or providing content you grant to Returngoods.com and the public (for content posted on publically accessible areas of the Service), or those authorized users of associated accounts to which you have granted access (for content posted on private areas of the service), free, unlimited worldwide and perpetual permission to

          11.3.1. use, modify, copy, distribute and display the content, and

          11.3.2. publish your name with the content.

     11.4. You also give the public, or those members of the public to which you have granted access, permission to grant these rights to others. You represent and warrant that you have all the rights necessary for you to grant the rights in this section and that the use and publication of the content does not breach any law. Returngoods.com will not pay you for content you post on public areas of the service. This section only applies to legally permissible content and only to the extent that use and publishing of the legally permissible content does not breach the law.

     11.5. Private areas of the Service. You understand that certain technical processing of content posted on private areas of the Service may be required to

          11.5.1. store and retrieve the content,

          11.5.2. conform to connecting networks’ technical requirements, or

          11.5.3. conform to the limitations of the Service.

     11.6. Links to third-party Web sites. The Service may contain links to third-party Web sites. These third-party Web sites are not under Returngoods.com’s control. If Returngoods.com has included these links in the Service, we provide them to you as a convenience only. The inclusion of these links is not an endorsement by Returngoods.com of any third-party Web site, service or product. Returngoods.com reserves the right to disable links to any third-party Web site that you or other customers post on the Service.

 

12. Privacy

     12.1. Access and Disclosure. In order to operate and provide the Services, we collect certain information about you. We use and protect that information as described in the Privacy Statement. In particular, we may access or disclose information about you, including the content of your communications, in order to:

          12.1.1. comply with the law or respond to lawful requests or legal process,

          12.1.2. protect the rights or property of Returngoods.com or our customers, including the enforcement of our agreements or policies governing your use of the services; or

          12.1.3. act when we believe, in good faith, that such access or disclosure is necessary to protect the personal safety of Returngoods.com employees, customers or the public.

          12.1.4. You consent to the access and disclosures outlined in this section.

     12.2. Transfer of personal information. Personal information collected through the Service may be stored and processed in the United States or any other country in which Returngoods.com or its affiliates, subsidiaries, or agents maintain facilities. By using the Service, you consent to any such transfer of information outside of your country. Returngoods.com abides by the safe harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the European Union. You may read more about transfers of this data in the Privacy Statement.

     12.3. Performance and usage data. In order to provide you the Service, we may collect certain information about Service performance, your computer and your Service use. We may automatically upload this information from your computer. This data will not personally identify you.

     12.4. Filtering technology. We may use technology or other means to protect the Service, protect our customers, or stop you from breaching this Agreement. Examples include filtering to stop spam and viruses or increase security. These means may hinder your use of the service.

     12.5. Your privacy practices. In using the Service, you may be able to collect personal information about third parties through your dealings with such third parties. If you do, you agree to (a) post a privacy policy on your Web site that, at a minimum, discloses any and all uses of personal information that you collect from such third parties, (b) provide a hypertext link to your privacy policy on the home page of your Web site and on all pages where you collect personal information from third parties, including on check out pages, and (c) use personal information only as expressly permitted by your privacy policy.

     12.6. Because the Service is a hosted, online application, Returngoods.com may need to notify users of the Service occasionally of important announcements regarding the operation of the Service. As a condition of the Service, Users may receive marketing and other non-critical Service-related communications from Returngoods.com from time to time.

 

13. Software

     13.1. Use. If you receive software from us as part of the Service, your use of that software is under the terms of the license that is presented to you for acceptance for that software. If there is no license presented to you, then we (or, based on where you live, one of our affiliates) grant you the right to use the software only for the use of the Service authorized under this Agreement and only on that number of computers stated in your Service offer. We (or, based on where you live, one of our affiliates) reserve all other rights to the software. Unless we notify you otherwise, your right to use the software ends when your right to use the Service terminates or expires or when Returngoods.com updates the Service and it no longer supports the software. You must promptly uninstall the software when your right to use it ends. We may disable the software after the date the Service ends.

     13.2. Update. We may automatically check your version of the software. We may automatically download upgrades to the software to your computer to update, enhance and further develop the Service.

     13.3. Scope of License. Copyright and other intellectual property laws and treaties protect the software. The software is licensed, not sold. This Agreement only gives you some rights to use the software. Returngoods.com reserves all other rights. You will not disassemble, decompile, or reverse engineer any software included in the service, except and only to the extent that the law expressly permits this activity.

     13.4. Export Laws. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use.

 

14. Materials that Returngoods.com Licenses to You

     14.1. Documents. You may have access to information or documents on the Service such as white papers, knowledge-base articles, datasheets and FAQs ("documents"). You may use the documents only for informational purposes. You may not copy, distribute, modify or make derivative works of the documents. Educational institutions that are officially accredited under local law may download and copy the documents for distribution only in the classroom.

     14.2. Limitations. The license grant to use documents provided with the Service does not include a license to the design or layout of the Service or any Returngoods.com owned, operated, licensed or controlled Web site. You should not copy or retransmit any logo, graphic, sound or image from the Service, unless Returngoods.com expressly permits it. Returngoods.com and its suppliers do not warrant or guarantee that the information or documents are accurate and suitable for your purposes. Their inclusion with the Service is not an endorsement of them by Returngoods.com.

 

15.  Service Level Agreement (“SLA”)

     15.1. This online service includes a performance related SLA. Terms and conditions for this SLA are available at: https://www.returngoods.com/sla.htm.

 

16. Your Dealings with Others

     16.1. If you obtain anything from a third party (including third party offered services) through the Service or our authentication network, you understand that your relationship with respect to those things is with the third party directly and not with Returngoods.com. In the event you assert a claim that relates to or implicates your relationship with a third party, you shall only assert such claim against the third party, and you will not assert any such claim against Returngoods.com, even if Returngoods.com assisted in billing for the third party offering. You are solely responsible for your dealings with any third party. You represent and warrant that you will comply with all applicable laws and regulations (including privacy laws and regulations that relate to your collection of information from third parties).

 

17. Feedback

     17.1. If you give feedback about the Service to Returngoods.com, you give to Returngoods.com, without charge, the right to use, share and commercialize your feedback in any way and for any purpose. You also give to third parties, without charge, any patent rights needed for their products, technologies and services to use or interface with any specific parts of a Returngoods.com software or service that includes the feedback. You will not give feedback that is subject to a license that requires Returngoods.com to license its software or documentation to third parties because we include your feedback in them. These rights survive this Agreement.

 

18. Our Notices to You; Your Notices to Us

     18.1. This Agreement is in electronic form. We have promised to send you certain information in connection with the Service, including notices of changes to the Service or this Agreement and we have the right to send you this information in electronic form. There may be other information about the service that the law requires us to send to you. We may send this information to you in electronic form.

     18.2. We may provide required information to you

          18.2.1. by e-mail at the e-mail address you specified when you signed up for the Service, or

          18.2.2. by posting on a sign-in or Welcome page when you log into the Service.

          18.2.3. Notices will be deemed given and received by you on the transmission date of the e-mail or our posting of the notice.

          18.2.4. As long as you can access and use the Service, you have the necessary software and hardware to receive these notices. If you do not consent to receive notices electronically, you must cancel the Service.

 

19. No Warranty

     19.1. Returngoods.com makes no guarantee about the reliability, accuracy or timeliness of the Service or the results obtained from the Service. You understand that the security mechanisms in the Service have inherent limitations and that you are responsible for determining that the Service meets your needs.

     19.2. We provide the Service “as-is,” “with all faults” and “as available.” You bear the risk of using it. To the maximum extent permitted by law, the Returngoods.com parties give no express warranties, guarantees or conditions. You may have additional rights under your local laws that this Agreement cannot change. To the extent permitted by law, we exclude any implied warranties or conditions including those of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement and satisfactory quality.

 

20. Liability Limitation

     20.1. You can recover from the Returngoods.com parties only direct damages up to an amount equal to your Subscription Fee for one month or the equivalent of $5.00 USD (whichever is greater). To the extent permitted by law, you cannot recover any other damages from the Returngoods.com parties, including consequential, lost profits, special, indirect or incidental damages.

     20.2. This limitation applies to anything related to:

          20.2.1. the Service;

          20.2.2. content (including code) on third party Internet sites, third party programs or third party conduct;

          20.2.3. viruses or other disabling features that affect your access to or use of the Service;

          20.2.4. incompatibility between the Service and other services, software and hardware;

          20.2.5. delays or failures you may have in initiating, conducting or completing any transmissions or transactions in connection with the Service in an accurate or timely manner; and

          20.2.6. claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort.

     20.3. It also applies even if

          20.3.1.  this remedy does not fully compensate you for any losses, or fails of its essential purpose, or

          20.3.2. Returngoods.com knew or should have known about the possibility of the damages.

     20.4.             Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. They also may not apply to you because your province or country may not allow the exclusion or limitation of incidental, consequential or other damages.

 

21. Claim Must Be Filed Within One Year

     21.1. Except for claims related to the Service Level Agreement for this Service, to the extent permitted by law, any claim related to this Agreement or the Service must be brought within one year. The one-year period begins on the date when the claim first could be filed. It if is not filed, then that claim is permanently barred. This section applies to you and your successors. It also applies to Returngoods.com and its successors and assigns.

 

22. Applicable Law and Place for Resolving Disputes

     22.1. Applicable Law. If this Agreement is with Returngoods.com Corporation, California law governs the interpretation of this Agreement and applies to claims for breach of it, regardless of conflict of laws principles. If this Agreement is with a Returngoods.com affiliate, the laws of the place of incorporation for that Returngoods.com affiliate shall govern the interpretation of this Agreement and apply to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims under consumer protection laws, unfair competition laws, and in tort will be adjudicated under the laws of your state of residence in the United States, or, if you reside outside the United States, under the laws of the country to which the Service is directed.

     22.2. Use only in the United States or Canada. The Service is intended for use only by subscribers with a place of business in the United States of America or Canada. Returngoods.com makes no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside of the United States of America, You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.

     22.3. Location for Resolving Disputes. If this Agreement is with Returngoods.com Corporation, you hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Santa Clara County, California, USA in all disputes arising out of or relating to the use of the Service. If this Agreement is with a Returngoods.com affiliate, you hereby consent to the exclusive jurisdiction and venue of the courts located in the place of incorporation for such Returngoods.com affiliate in all disputes arising out of or relating to the use of the Service.

 

23. Agreement Interpretation

     23.1. All parts of this Agreement apply to the maximum extent permitted by law. A court may hold that we cannot enforce a part of this Agreement as written. If this happens, then that part will be replaced with terms that most closely match the intent of the part that we cannot enforce. The rest of this Agreement will not change. This Agreement, together with any codes of conduct and other notices we provide, is the entire Agreement between Returngoods.com and you regarding the Service. It supersedes any other Agreement or statements related to the Service. If you have confidentiality obligations related to the Service, those obligations remain in force (for example, you may have been a tester for a pre-release version of a service). The section titles in the Agreement do not limit the other terms of this Agreement.

 

24. Assignment

     24.1. Returngoods.com may assign this Agreement, in whole or part, at any time without notice to you. You may not assign this Agreement, or any part of it, to any other party. Any attempt to do so is void. Instead, you may cancel your Service. The other party may then establish a service account and enter into a Agreement with us.

 

25. Force Majeure

     25.1. Returngoods.com will not be liable for any loss or damage or be deemed to be in breach of this Agreement due to any event or circumstance beyond its reasonable control, including, war, invasion, electrical shortages, terrorist attacks, earthquakes or acts of god.

 

26. Copyright and Trademark Information and Notice

     26.1. Copyright Notice

          26.1.1. All contents of the service are Copyright © 2009 Returngoods.com Corporation and/or its suppliers, All rights reserved.

 

27. Respect Copyright

     27.1. Please respect the rights of artists and creators. Content such as music, photos and video may be protected by copyright. People appearing in content may have a right to control use of their image. You may not share other people’s content unless you own the rights, have permission from the owner, or such sharing is otherwise legal.

 

28. Trademark Notice

     28.1. Returngoods.com is a registered trademark of ExecutiveTask, Inc. Any rights not expressly granted are reserved.

 

29. Notices and Procedures for Making Claims of Copyright Infringement

Under Title 17, United States Code, Section 512 (c ) (2), notifications of claimed copyright infringement should be sent to our Designated Agent. All inquiries not relevant to the following procedure will not receive a response.