Canopy Site Terms of Use

These Terms of Use (the “Terms” or “Terms of Use”) are an agreement between You and Pack Purchase Inc., a Delaware corporation (“Pack Purchase”). The www.trycanopy.com website, and all associated sites linked thereto by Pack Purchase, its subsidiaries and affiliates (collectively, the “Site”) and the content, products and services offered thereby (collectively, the “Services”), are owned and operated by Pack Purchase. These Terms apply to Your use of the Site and Services. Please read these Terms carefully before You enter the Site. In these Terms, “You” or “Your” means any person or entity using the Site or Services. Unless otherwise stated, “We” or “Our” will refer collectively to Pack Purchase and its subsidiaries, affiliates, directors, officers, employees, agents and contractors.

If You use the Site or Services or open an account on behalf of a corporation, business, other legal entity or institution (collectively, “Business”), You represent and warrant that You are authorized to enter into these Terms on such Business’s behalf as a legally binding and enforceable obligation of such Institution and Your acceptance of these Terms will be deemed an acceptance by that Business and “You” and “Your” herein shall refer to such Business.

If You do not agree to these Terms, please don’t use the Site or Services. As a new or continuing user or visitor accessing the Site or Services, You represent that You have read, understood and agreed to the Terms, and consent to be bound by all of them, including any future amendments or updates. Should You object to any of the Terms or any subsequent modifications thereto, or become dissatisfied with the Site in any way, Your only recourse is to discontinue use of the Site and Services immediately. Pack Purchase has the right, but is not obligated, to strictly enforce the Terms through self-help, community moderation, active investigation, litigation and prosecution.

These Terms may be changed at any time at Our discretion, and if we make changes, we’ll post them here; please review these Terms each time You use the Site and Services to learn of such changes. It is Your responsibility to check these Terms periodically for changes. Your continued use of the Site and Services following the posting of any changes will mean that You accept and agree to the changes. As long as You comply with these Terms, Pack Purchase grants You a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

These Terms of Use were last updated on Semptember 2, 2015 (the “Effective Date”).
Definitions

In these Terms, we refer to those people or companies advertising their services as “Vendors” and to the services offered by Vendors through the Site and Services as Vendor Services. We refer to those purchasing Vendor Services from Vendors as “Residents.” Vendors, Residents and other visitors to the Site and users of the Services are referred to collectively as “Users.”
The Pack Purchase Platform

The Site and Services provide an online platform where Residents can purchase Vendor Services offered on a common schedule for a particular community (“Community”). Pack Purchase provides the communications platform to facilitate these transactions, but does not itself offer or provide these Vendor Services. If You agree to buy or provide Vendor Services through the Site or Services, a contract will form between the Resident and Vendor, but Pack Purchase will not be a party to such contract. You agree that Pack Purchase may discontinue the Vendor Services platform, with or without notice, at any time. In such event, Vendor Services and listings and all other functionality will no longer be viewable or usable on the Site.

Each Vendor Service made available through the Site and Services is available to each Resident of a Community at the Market Price applicable to such Resident’s property, as shown on the Site and Services for such Vendor Service. By signing up for a particular Vendor Service, you agree to pay the Market Price for such Vendor Service. Depending on the number of other Residents in Your Community who sign up for the same Vendor Service, a group discount that varies based on the number of Residents in your Community who sign up for the same Vendor Service (“Discount”) will be applied to the applicable Market Price. Such Discount may change prior to the Signup Deadline, as Residents either add or cancel the applicable Vendor Service; however the Market Price against which the Discount, if any, is applied, will not change. For each Vendor Service visit, You will pay the Market Price as discounted by any applicable Discount.
Account Registration

Certain features or services offered on or through the Site and/or Services, including registering as a Vendor or Resident, may require You to open an account (including setting up a user ID and password). You are entirely responsible for maintaining the confidentiality of the information You hold for Your account, including Your password, and for any and all activity that occurs under Your account as a result of Your failing to keep this information secure and confidential. You agree to notify Pack Purchase immediately of any unauthorized or improper use of Your account or password, or any other breach of security. You may be held liable for losses incurred by Pack Purchase or any other user of or visitor to the Site due to someone else using Your Pack Purchase Site user ID, password or account as a result of Your failing to keep Your account information secure and confidential. You may not use anyone else’s Pack Purchase ID, password or account at any time without the express permission and consent of the holder of that Pack Purchase Site user ID, password or account. Pack Purchase cannot and will not be liable for any loss or damage arising from Your failure to comply with these obligations.

When you register as a Resident, you will be asked to create a property profile (“Property Profile”) by providing certain information about your residence and landscaping, such as the property type, square footage, lot size, lot grade, turf type, turf area, mulch area, foundation type, number of HVAC units, driveway area and year built. Vendors will verify the relevant property data from your Property Profile at the first visit for a particular Vendor Service, and will adjust the measurements and data for your Property Profile if necessary to correct the data and information You provided.

The Site and Services are available only to individuals who are at least 18 years old (and at least the legal age in Your jurisdiction). You represent and warrant that if You are an individual, You are at least 18 years old and of legal age in Your jurisdiction to form a binding contract, and that all registration information You submit is accurate and truthful. Pack Purchase reserves the right to ask for proof of age from You and Your account may be suspended until satisfactory proof of age is provided. Pack Purchase may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site and/or Services is revoked in those jurisdictions.

By registering an account, You authorize the transfer of payment for Vendor Services through the use of the Site and Services.
Vendor Services

By providing, ordering or buying a Vendor Service on the Site or through the Services, You agree to be bound by the following terms:

Residents agree to provide their payment information at the time they order a Vendor Service.
Residents agree to have sufficient funds or credit available at the Signup Deadline to ensure that the order will be collectible. Residents will be charged for each applicable Vendor Service when such Vendor Service is delivered.
Residents agree not to commit to purchasing or using a Vendor Service without paying.
Residents may cancel their order for a Vendor Service at any time prior to the applicable Signup Deadline.
Pack Purchase reserves the right to cancel an order for a Vendor Service at any time and for any reason.
Pack Purchase reserves the right to reject, cancel, interrupt, remove, or suspend a Vendor Service at any time and for any reason. Pack Purchase is not liable for any damages as a result of any of those actions. Pack Purchase’s policy is not to comment on the reasons for any of those actions.
Pack Purchase does not guarantee the applicable Vendor Service will be provided.

If a Resident violates any of the foregoing terms, Pack Purchase may, in its sole discretion, limit, suspend or terminate the Resident’s account privileges.
Fees and Payments; Taxes

Setting up an account on the Site is free. Pack Purchase charges a fee to Vendors as a percentage of the amount paid by Residents to Vendor for the applicable Vendor Service. Pack Purchase is not a bank and we do not offer banking services as defined by the United States Department of Treasury. Pack Purchase utilizes Stripe as its third party payment processor to process payments for Vendor Services, and Pack Purchase is not liable in any manner for the performance of Stripe in providing such payment processing service. By purchasing a Vendor Service through the Site or Services and/or by making use of some or all of these payment processing services, You agree to be bound by Stripe’s terms and conditions (currently available here: https://stripe.com/us/terms) and hereby consent and authorize us to delegate the authorizations and collect, analyze, and share the information You provide to us with Stripe to the extent required to provide the Services to You.

You acknowledge and agree that Pack Purchase is acting solely as an intermediary for the collection of fees between a Vendor and Resident for the provision of Vendor Services, and that You are solely responsible for determining any tax liability with respect to such Vendors Services.

Each Vendor shall be responsible for the payment of all taxes, fees, charges and assessments of any kind or nature that are imposed against or upon the Vendor Services provided by such Vendor by any governmental or quasi-governmental authority having jurisdiction over such Vendor Services, including, without limitation, ad valorem taxes, sales and use taxes, and personal property taxes imposed with respect to such Vendor Services, other than taxes based on Pack Purchase’s net income or gross receipts, which taxes Pack Purchase will pay.
Disputes Between Users

If there are disputes between Vendors, Residents or other Users, these must be resolved between the Resident, Vendor and User as Pack Purchase is not a party to Your transaction (contractually or otherwise). As Pack Purchase is not a party to the contract between any Vendor, Resident or other User with respect to the offer, provision, purchase or acceptance of any Vendor Services, You hereby release Pack Purchase from any involvement in a dispute You may have with other users of the Site or Services. Pack Purchase is not liable for any transactions that take place through the Site or Services. Pack Purchase is under no obligation to become involved in disputes between any Users, or between Users and any third party arising in connection with the use of the Site or Services. This includes, but is not limited to, delivery of goods and Vendor Services, and any other terms, conditions, warranties, or representations associated with Vendor Services on the Site or the offer, provision or purchase of Vendor Services. Pack Purchase does not oversee the performance or punctuality of Vendor Services, but does take reasonable steps to attempt to help ensure that Residents are satisfied with the Vendor Services. Further, if You have a dispute with one or more Users, You release Pack Purchase (and its affiliates and subsidiaries, and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in any way connected with such disputes. In entering into this release You expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which You may know or suspect to exist in Your favor at the time of agreeing to this release.

Notwithstanding the foregoing, but subject to the releases and waivers set forth in the foregoing, Pack Purchase does provide assistance solely as an intermediary in attempting to help resolve disputes between Vendors and Residents related to the offer, provision or purchase of Vendor Services, and in such capacity may withhold final payment to a Vendor until the Vendor and Resident have resolved such dispute. If after Pack Purchase’s involvement as an intermediary to try to help resolve such dispute, a Vendor and Resident are unable to resolve the dispute, Pack Purchase will refund to the Resident only the amount paid by the Resident for the disputed Vendor Service. Notwithstanding that Pack Purchase will provide such dispute resolution assistance and reimburse the Resident for the amount paid by the Resident for the applicable Vendor Service, Vendors and Residents acknowledge and agree that they are solely responsible for resolving such disputes and for addressing all issues related to the Vendor Service and Pack Purchase will not be liable in any manner with respect to such disputes and/or for actions taken or not taken by Users in connection with such dispute, the provision, sale, offer or purchase of Vendor Services, or as a result of the Site or Services.
Use of Site and Content

Pack Purchase authorizes You to view and access a single copy of the content available on or from the Site solely for Your personal use. The contents of the Site, such as text, graphics, images, logos, user interfaces, visual interfaces, photographs, button icons, software, trademarks, sounds, music, artwork and computer code, and other Pack Purchase content (collectively, “Pack Purchase Content”), are protected under both United States and foreign copyright, trademark and other laws. All Pack Purchase Content is the property of Pack Purchase or its content Vendors or clients. The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of Pack Purchase and is protected by United States and foreign copyright, trademark, and other laws. Unauthorized use of the Pack Purchase Content may violate these laws, and is strictly prohibited. You must retain all copyright, trademark, service mark and other proprietary notices contained in the original Pack Purchase Content on any authorized copy You make of the Pack Purchase Content. You agree not to sell or modify the Pack Purchase Content or reproduce, display, publicly perform, distribute, or otherwise use the Pack Purchase Content in any way for any public or commercial purpose, in connection with products or services that are not those of the Site, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Pack Purchase or its licensors, that dilutes the strength of Pack Purchase’s or its licensor’s property, or that otherwise infringes Pack Purchase’s or its licensor’s intellectual property rights. You further agree to in no other way misuse Pack Purchase Content that appears on this Site. The use of the Pack Purchase Content on any other website or in a networked computer environment for any purpose is prohibited. Any code that Pack Purchase creates to generate or display any Pack Purchase Content or the pages making up the Site is also protected by Pack Purchase’s copyright and You may not copy or adapt such code.
Site Restrictions

You may not use the Site or Services in order to transmit, post, distribute, store or destroy material, including without limitation, the Pack Purchase Content, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive, hateful or inaccurate. You are also prohibited from violating or attempting to violate the security of the Site, including without limitation, the following activities: (a) accessing data not intended for You or logging into a server or account which You are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any other user of the Site or Services, host or network, including, without limitation, via means of submitting a virus to the Site, overloading or imposing an unreasonable load on our infrastructure, “flooding”, “spamming”, “mailbombing” or “crashing”; or (d) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil and/or criminal liability.
Specific Prohibited Uses.

The Pack Purchase Content and other features of the Site and/or Services may be used only for lawful purposes. Pack Purchase specifically prohibits any other use of the Site, and You agree not to do any of the following: (a) use the Site or Services for any purpose other than as a venue for the online distribution and publication of user submitted information between Vendors and Residents, including but not limited to using the information in the Site to sell or promote any products or services; (b) post or submit to the Site any incomplete, false or inaccurate biographical information or information which is not Your own; (c) post on the Site any franchise, pyramid scheme or “club membership”; (d) send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of products or services to any other user(s) of the Site; (e) delete or revise any material posted by any other person or entity; (f) take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure; (g) notwithstanding anything to the contrary contained herein, use or attempt to use any engine, software, tool, agent or other automatic device, program, algorithm, methodology or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available from Pack Purchase on the Site and other than generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari); (h) decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site; (i) aggregate, copy or duplicate in any manner any of the Pack Purchase Content or information available from the Site, without express written consent from Pack Purchase; or (j) frame or link to any Pack Purchase Content or information available from the Site.
Privacy Policy

When You register with the Site, You will be asked to create an account and provide Pack Purchase with certain information including, without limitation, a valid email address (Your “Information”). By agreeing to these Terms and Conditions, You agree to the terms of the Pack Purchase Privacy Policy and acknowledge that Information You submit will be used in accordance with the Pack Purchase Privacy Policy.
User Content and Submissions

You understand that all information, data, text, software, music, sound, photographs, graphics, video, advertisements, messages or other materials submitted, posted or displayed by You on or through the Site (“User Content”) is the sole responsibility of the person from which such User Content originated. Pack Purchase claims no ownership or control over any User Content. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any User Content You submit, post or display on or through Pack Purchase and You are responsible for protecting those rights, as appropriate. By submitting, posting or displaying User Content on or through Pack Purchase, You grant Pack Purchase a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content through Pack Purchase. In addition, by submitting, posting or displaying User Content which is intended to be available to the general public, You grant Pack Purchase a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content for the purpose of promoting Pack Purchase Services. Pack Purchase will discontinue this licensed use within a commercially reasonable period after such User Content is removed from the Site. Pack Purchase reserves the right to refuse to accept, post, display or transmit any User Content in its sole discretion. You also represent and warrant that You have the right to grant, or that the holder of any rights has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant, the license stated above. If You post User Content in any public area of the Site, You also permit any user of the Site to access, display, view, store and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed on the Site retains any and all rights that may exist in such User Content.

Pack Purchase has no obligation to screen User Content, communications or information in advance and is not responsible for screening or monitoring User Content posted any user of the Site. However, Pack Purchase may review and remove any User Content that, in its sole judgment, violates these Terms of Use, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, users of the Site. Pack Purchase reserves the right to prevent You from further access to the Site for violating these Terms or applicable laws, rules or regulations. Pack Purchase may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for Pack Purchase, damage Pack Purchase’s brand or public image, or cause Pack Purchase to lose (in whole or in part) the services of its ISPs or other Vendors.

Pack Purchase does not represent or guarantee the truthfulness, accuracy, or reliability of User Content or endorse any opinions expressed by users of the Site. You acknowledge that any reliance on material posted by other users will be at Your own risk.

The following is a partial list of User Content that is prohibited on the Site. Prohibited Content includes, but is not limited to, Content that: is implicitly or explicitly offensive, such as User Content that engages in, endorses or promotes racism, bigotry, discrimination, hatred or physical harm of any kind against any group or individual; harasses, incites harassment or advocates harassment of any group or individual; involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”; promotes or endorses false or misleading information or illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; promotes or endorses an illegal or unauthorized copy of another person’s copyrighted work, such as providing or making available pirated computer programs or links to them, providing or making available information to circumvent manufacture-installed copy-protect devices, or providing or making available pirated music or other media or links to pirated music or other media files; contains restricted or password only access pages, or hidden pages or images; displays or links to pornographic, indecent or sexually explicit material of any kind; provides or links to material that exploits people under the age of 18 in a sexual, violent or other manner, or solicits personal information from anyone under 18; or provides instructional information about illegal activities or other activities prohibited by these Terms and Conditions, including without limitation, making or buying illegal weapons, violating someone’s privacy, providing or creating computer viruses or pirating any media; and/or solicits passwords or personal identifying information from other users.
Separate Agreements; Other Terms and Conditions.

Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Site, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that You are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter terms shall control with respect to Your use of that portion of the Site or the specific service. Pack Purchase’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements. Pack Purchase may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be out of date, and Pack Purchase makes no commitment to update the materials on the Site with respect to such products and services.
Digital Millennium Copyright Act.

(a) If You are a copyright owner or an agent thereof and believe that any User Content infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing in a DMCA Notice of Alleged Infringement (the “Notice”) (see 17 U.S.C 512(c)(3) for further detail):

(1) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(2) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

(3) Information reasonably sufficient to permit the service provider to contact You, such as an address, telephone number, and, if available, an electronic mail;

(4) A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(5) A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and

(6) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please send Your Notice to Pack Purchase’s designated Copyright Agent, as follows:

COPYRIGHT AGENT, HELLO@TRYCANOPY.COM, 891 WASHINGTON ST., RALEIGH, NC 27605, 919.261.1693

For clarity, only DMCA Notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to: hello@trycanopy.com. You acknowledge that if You fail to comply with all of the requirements of this Section, Your DMCA Notice may not be valid.

Upon receipt of a Notice, Pack Purchase will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Site and/or termination of the User’s account in appropriate circumstances. Please note that a Complainant may be liable for damages (including costs and attorneys’ fees) if he or she knowingly makes a material misrepresentation that content is infringing.

(b) Counter Notices:

If You have posted material subject to a DMCA Notice that allegedly infringes a copyright (the “Counterclaimant”), You may send Pack Purchase a written Counter Notice pursuant to Section 512(g)(2) and 512(g)(3) of the DMCA. When Pack Purchase receives a Counter Notice, it may, in its discretion, reinstate the material in question not less than ten (10) nor more than fourteen (14) days after receiving the Counter Notice unless Pack Purchase first receives notice from the Claimant that he or she has filed a legal action to restrain the allegedly infringing activity. Please note that Pack Purchase will send a copy of the Counter Notice to the address provided by the Claimant. A Counterclaimant may be liable for damages (including costs and attorneys’ fees) if he or she knowingly makes a material misrepresentation that that material or activity was removed or disabled by mistake or misidentification.

Please include in the Counter Notice:

(1) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

(2) A statement under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

(3) Your name, address, and telephone number, and a statement that You consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if Your address is outside of the United States, for any judicial district in which Pack Purchase may be found, and that You will accept service of process from the person who provided notification under subsection (c)(1)(C) of the DMCA or an agent of such person.

(4) Your physical or electronic signature.

Deliver this Counter Notice to Pack Purchase’s Designated Copyright Agent:

COPYRIGHT AGENT, HELLO@TRYCANOPY.COM, 891 WASHINGTON ST., RALEIGH, NC 27605, 919.261.1693

(c) PACK PURCHASE HAS NO OBLIGATION TO ADJUDICATE CLAIMS OF INFRINGEMENT – EACH USER’S AGREEMENT TO HOLD PACK PURCHASE HARMLESS FROM CLAIMS.

Claimants, Counterclaimants, and users understand that Pack Purchase is not an intellectual property tribunal. While Pack Purchase may, in its discretion, use the information provided in a DMCA Notice and Counter Notice in order to decide how to respond to infringement claims, Pack Purchase is not responsible for determining the merits of such claims. If a Counterclaimant responds to a claim of infringement by providing a Counter Notice, the Counterclaimant agrees that if Pack Purchase restores or maintains the content, the Counterclaimant will defend and hold Pack Purchase harmless from any resulting claims of infringement against Pack Purchase.
DISCLAIMERS

PACK PURCHASE TRIES TO KEEP THE SITE AND SERVICES SAFE, SECURE AND FUNCTIONING PROPERLY, BUT CANNOT GUARANTEE THE CONTINUOUS OPERATION OF OR ACCESS TO THE SITE OR SERVICES. YOU AGREE THAT YOU ARE MAKING USE OF THE SITE AND SERVICES AT YOUR OWN RISK AND THAT THE SITE AND ITS CONTENT AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PACK PURCHASE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE SITE OR SERVICES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. PACK PURCHASE DOES NOT WARRANT THAT ACCESS TO THE SITE OR ITS CONTENTS OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES THE SITE OR SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PACK PURCHASE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY CONTENT ON THE SITE OR SERVICES IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ACCORDINGLY, YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU (AND NOT PACK PURCHASE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION RESULTING FROM COMPUTER MALFUNCTION, VIRUSES OR THE LIKE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation on Liability

NEITHER PACK PURCHASE, NOR ITS OFFICERS, MANAGERS, MEMBERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, ATTORNEYS, AGENTS, LICENSORS OR REPRESENTATIVES, SHALL BE RESPONSIBLE OR LIABLE, AND YOU AGREE NOT TO HOLD PACK PURCHASE RESPONSIBLE, FOR ANY DAMAGES OR LOSSES OF ANY KIND INCLUDING, WITHOUT LIMITATION, LOST BUSINESS OR PROFITS, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, COMPENSATORY, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES THAT MAY RESULT OR ARISE FROM YOUR ACCESS TO, USE OF OR INABILITY TO USE OR ACCESS THE SITE, THE PACK PURCHASE CONTENT, OR THE SERVICES; DELAYS OR DISRUPTIONS IN PACK PURCHASE’S SITE OR SERVICES; GLITCHES, BUGS, ERRORS OR INACCURACIES OF ANY KIND IN THE SITE OR SERVICES; ACCESS TO OR USE OF THE SITE OR ANY SERVICES OFFERED BY ANY VENDORS OR OTHER THIRD PARTIES VIA THE SITE, INCLUDING SERVICES PROVIDED PURSUANT TO AN AGREEMENT FORMED INDEPENDENTLY OF THE SITE, WHETHER OR NOT AN AGREEMENT FOR SERVICE FORMED VIA THE SITE IS IN EFFECT; ANY FAILED NEGOTATIONS FOR A SERVICE; ANY ACTS, OMISSIONS OR CONTENT OF ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANY THIRD PARTY PAYMENT PROCESSOR; ANY DISPUTES THAT ARISE DURING OR AFTER THE NEGOTIATION OF A SERVICE OR THE FORMATION OF A CONTRACT FOR A SERVICE, OR ANY OTHER DISPUTE THAT ARISES BETWEEN USERS OF THE SITE; A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT; OR DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF ANY PACK PURCHASE SERVICE OR THE SITE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

REGARDLESS OF THE PREVIOUS PARAGRAPHS, IF PACK PURCHASE IS FOUND TO BE LIABLE, IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF PACK PURCHASE, OR OF ANY OF THE ABOVE-REFERENCED RESPECTIVE PARTIES, TO YOU OR ANY THIRD PARTY, ARISING FROM OR RELATING TO THE SITE, SERVICES AND/OR SUBMITTED CONTENT, EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO PACK PURCHASE BY THE VENDOR FOR THE PROVISION OF SERVICES TO YOU (BUT NOT TO ANY OTHER USER) IN CONNECTION WITH THE VENDOR SERVICES GIVING RISE TO THE LIABILITY OR (B) $250.00.

For jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of this Agreement, if Your jurisdiction has provisions specific to waiver or liability that conflict with the foregoing, then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by our negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation or intentional misconduct; or (c) any liability which it is not lawful to exclude either now or in the future.
Indemnification

You will indemnify and hold Pack Purchase, its subsidiaries, affiliates, licensors and representatives (and our and their respective officers, directors, employees and agents), harmless from any claim or, including reasonable attorneys’ fees, made by any third party due to or arising out of Your unauthorized or improper use of the Site, Services or the Pack Purchase Content and/or Your breach or alleged breach of these Terms and Conditions, any law or any rights of a third party.
Waiver and Release

If You are a resident in a jurisdiction that requires a specific statement regarding waiver and release then the following applies. For example, California residents must, as a condition of these Terms, waive the applicability of California Civil Code Section 1542 for unknown claims which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” You hereby waive this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.
Ownership of Our Site

All of the content on the Site, including without limitation, the graphics, design, structure, selection, coordination, expression, “look and feel” and arrangement of such content, are owned, controlled by or licensed by Pack Purchase and are protected by United States and international copyright, trademark, patent, trade secrets, trade dress and other various intellectual property rights and unfair competition laws. The Pack Purchase logos are trademarks owned by Pack Purchase and may not be used or reproduced without our written permission. In addition, You may not reverse engineer, de-compile, or otherwise disassemble software included on the Site.
Third Party Software

Pack Purchase may make software from third-party companies available to You. To download such software, You may be required to agree to the respective software licenses and/or warranties of such third-party software. Each software product is subject to the individual company’s terms and conditions, and the agreement will be between You and the respective company. This means that Pack Purchase does not guarantee that any software You download will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses. Pack Purchase does not offer any warranty on any third-party software You download using the Site.
Linked Internet Sites

Pack Purchase may make software from third-party companies available to You. To download such software, You may be required to agree to the respective software licenses and/or warranties of such third-party software. Each software product is subject to the individual company’s terms and conditions, and the agreement will be between You and the respective company. This means that Pack Purchase does not guarantee that any software You download will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses. Pack Purchase does not offer any warranty on any third-party software You download using the Site.
International Use

Pack Purchase makes no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.
Termination

Pack Purchase may in its discretion terminate or suspend any and all Services and Your Pack Purchase account immediately, without prior notice or liability, if (a) You breach any of the terms or conditions of these Terms; (b) Your account is inactive for an extended period of time; or (c) if requested by law enforcement or other governmental agencies. Upon termination of Your account, Your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, but not limited to, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Negotiation; Mediation

With respect to any dispute, controversy, or claim between Vendor and Pack Purchase arising out of or relating to these Terms and Conditions, or the breach, termination, or invalidity thereof (“Dispute”) that cannot be settled within thirty (30) days through good faith negotiation between authorized representatives of Vendor and Pack Purchase, Vendor and Pack Purchase agree first to attempt to settle the Dispute by mediation before resorting to arbitration, litigation, or some other dispute resolution procedure. Vendor and Pack Purchase shall select a mediator to aid them in resolving such Dispute and shall participate in a mediation process in good faith for a period of thirty (30) days. If a number of issues are submitted for mediation and some, but not all, are settled through mediation, the remaining items can be individually submitted for arbitration as provided below without invalidating the mediation process of the other issues.
Arbitration

Subject to the foregoing agreement of Vendors and Pack Purchase to attempt to resolve Disputes between any Vendor and Pack Purchase through mediation, You agree that any dispute, claim or controversy arising hereunder or relating in any way to these Terms and Conditions, shall be settled by binding arbitration in Wake County, North Carolina, in accordance with the commercial arbitration rules of Judicial Arbitration and Mediation Services (“JAMS”). The arbitrator shall issue a written decision specifying the basis for the award made. The party filing a claim or counterclaim in the arbitration proceeding shall pay the deposit(s) determined by JAMS with respect to such claim or counterclaim. All other costs associated with the arbitration and imposed by JAMS shall be paid as determined by the arbitrator(s) and, in absence of such determination, equally by each party to the arbitration. In addition, unless the arbitrator awards payment of reasonable attorney and other fees to a party, each party to the arbitration shall be responsible for its own attorneys’ fees and other professional fees incurred in connection with the arbitration. Determinations of the arbitrator will be final and binding upon the parties to the arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The arbitrator shall apply the substantive law of the State of North Carolina, without giving effect to its conflict of laws rules.

Notwithstanding the foregoing, with respect to disputes, claims or controversies involving Pack Purchase’s confidential information or proprietary intellectual property, Pack Purchase may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or equitable relief, as necessary, without breach of this mediation and arbitration agreement and without abridgment of the powers of the arbitrators. You agree not to oppose such requested relief on the basis of the foregoing mediation and arbitration provisions.
Other Terms

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these Terms and Conditions shall be filed only in the state or federal courts located in Wake County, North Carolina and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. If any provision of these Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions. You acknowledge and agree that except as specified herein, no representations, warranties or promises of any kind have been made to You by Pack Purchase regarding the use of the Site, Services or the Pack Purchase Content.