Terms And Conditions
Reason And Remedy, LLC., a Texas based corporation (“REASON AND REMEDY,” “we,” “us” or “our”) owns and operates the websites https://reasonandremedy.com/, https://reasonandremedy.pro (“Site”). These Terms of and Conditions of Use (“Terms”) are entered into between REASON AND REMEDY and you, the Customer (as defined below), and govern your use of the Site. References in these Terms to “you” mean the Customer.
REASON AND REMEDY’s Service
The Site acts as a venue to allow retail businesses who register with REASON AND REMEDY (each, a “Customer”) to submit orders (each, an “Order”) for products produced by third-party suppliers that REASON AND REMEDY features on the Site (each, a “Supplier”). REASON AND REMEDY collects Orders submitted by Customers and provides the Orders to Suppliers. REASON AND REMEDY does not accept Orders or sell products directly to Customers. REASON AND REMEDY is not involved in the transaction between any Customer and any Supplier even though we, with each Customer’s permission, collect certain information about a Customer (“Information”) and provide such Information to one or more Suppliers. Suppliers are the sellers of products and are solely responsible to you for the care, quality, and delivery of the products. REASON AND REMEDY does not verify the quality or legality of the products offered by any Supplier for sale, the truth or accuracy of the representations regarding such products, and/or the ability of Suppliers to offer or sell such products, which is solely the responsibility of each Customer. We are not responsible in any way for the conduct of any Customer or Supplier. We do not endorse or recommend any Suppliers or products. We do not provide insurance, tax, legal or any other financial advice. We do not guarantee that any of the Suppliers to whom we forward a Customer’s Order will contact such Customer, accept the Order and/or agree to provide the Customer with the desired products.
You understand and acknowledge that (i) REASON AND REMEDY does not make decisions in connection with Orders; (ii) acceptance of a particular Order is made by individual Suppliers’ (iii) REASON AND REMEDY does not endorse, warrant, or guarantee the products of any Supplier; (iv) REASON AND REMEDY is not a party to any agreement that you may make with a Supplier, and that the Supplier is solely responsible for its products; and (v) REASON AND REMEDY is not acting as your agent and is not recommending any particular product or Supplier to you. REASON AND REMEDY does not charge you a fee to use the Site. Any compensation REASON AND REMEDY may receive is paid by the Supplier for the services rendered by REASON AND REMEDY to that particular Supplier. You agree to provide accurate and complete information to the Supplier. You agree that REASON AND REMEDY will not be liable for any damages or costs of any type which arise out of or in connection with your purchase or use of a Supplier’s products.
In order to create an account with REASON AND REMEDY and submit Orders you must be an officer, director, partner or other authorized representative or employee of a Customer with full authority to enter into these Terms. Each Customer is entitled to create and maintain one (1) account with REASON AND REMEDY (each, an “Account”). You are responsible for updating and correcting information you have submitted to create or maintain your Account.
Identity Verification; Account And Password
Customer verification on the Internet is difficult and we cannot and do not confirm each user’s purported identity. You will choose your own username (“Account ID”) and confidential password. You will be exclusively responsible for the supervision, management, and control of your Account ID and password for the Site and you will ensure that you properly exit the Site at the end of each session. You agree to (i) keep your password and Account ID secure and strictly confidential, providing it only to authorized users of your Account, (ii) instruct each person to whom you give your Account ID and password that he or she is not to disclose it to any unauthorized person, (iii) notify us immediately and select a new Account ID and password if you believe your password may have become known to an unauthorized person, and (iv) notify us immediately if you are contacted by anyone requesting your Account ID and password. We will assume that anyone using the Site or transacting through your Account is you. When you give someone your Account ID and password, you are authorizing that person to access and use your Account, and you are responsible for any and all actions that person performs while using your Account (including Orders that are submitted), even those actions that are fraudulent or that you did not intend or want performed. You are solely responsible for all uses of your Account, whether or not authorized by you.
You acknowledge that REASON AND REMEDY and its officers, directors, employees, contractors, representatives, agents and affiliates will have no liability to you for any unauthorized transaction made on your account. Further, we may suspend or cancel your Account or your access to the Site at any time even without receiving notice from you if we suspect that your Account and/or password is being used in an unauthorized or fraudulent manner.
You understand and agree that if you submit an Order, REASON AND REMEDY will share your contact information (such as full business name, address, telephone number, and/or federal identification number) with Suppliers to process and fulfill your Order.
By (i) creating an Account and/or (ii) submitting your Order, you are consenting to be contacted by us (including our sales representatives) and one or more Suppliers by telephone, email, mail, or other methods of electronic communication based on the information you have provided to us, even if you have opted into the National Do Not Call List administered by the Federal Trade Commission or any state equivalent Do Not Call List. You understand that the Suppliers may maintain the information you submitted to REASON AND REMEDY whether you elect to purchase their products or not. In the event you no longer want to receive communications from any Supplier, you agree to notify the Supplier directly.
The data forms provided to you via the Site are proprietary to REASON AND REMEDY and thus provided to you in confidence and for your business use only.
Term And Termination
These Terms will remain in force and effect as long as you have an Account. These Terms are automatically renewed each time you access the Site and/or log-in to your Account and/or submit an Order. These Terms may be terminated by (i) either party, with or without cause, at any time upon ten (10) days prior written notice; or (ii) REASON AND REMEDY, effective immediately in the event of a breach by you of any of the provisions set forth in these Terms, all as determined by REASON AND REMEDY in its sole and absolute discretion. Termination will be without prejudice to any other right or remedy to which we may be entitled under these Terms or at law. You hereby acknowledge that if we, in our sole discretion, determine you to be in breach of these Terms, or upon any other termination of these Terms, we may restrict, suspend, or terminate your access to all or any part of the Site, with or without notice.
We grant each Customer a limited, revocable, non-exclusive license to access the Site in order to view the Site, create an Account, submit Orders, or make legitimate inquiries to us regarding the Suppliers, all in accordance with these Terms. Any other use of the Site is expressly prohibited. This limited license does not include any right of collection, aggregation, copying, duplication, display or derivative use of the Site nor any right of use of data mining, robots, spiders or similar data gathering and extraction tools without our prior written permission; provided, however, that a limited exception from the foregoing exclusion is provided to general purpose internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Site.
Use Of The Site
You represent and warrant that: (i) you are at least eighteen (18) years of age; (ii) you are an officer, director, partner or other authorized representative or employee of a Customer with the authority to enter into these Terms on behalf of the Customer; (iii) all information you have submitted to REASON AND REMEDY, online or otherwise, is accurate and complete, and that you have not knowingly submitted false information on or through the Site; and (iv) your use of the Site is subject to all applicable federal, state, and local laws and regulations.
You agree that you will not (i) submit, transmit or facilitate the distribution of information or content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person’s view, objectionable; (ii) use the Site for any unauthorized use including but not limited to chain letters, junk mail, “spamming,” telephone solicitations in violation of any state or federal Do-Not-Call registry, or as a basis for any use or distribution lists to any person who has not given specific permission to be included in such a process; (iii) submit, transmit, promote or distribute information or content that is illegal; (iv) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (v) upload invalid data, viruses, worms, or other software agents through the Site; (vi) use any robot, spider, scraper or other system to access the Site for any purpose without our express written permission;(vii) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity; (viii) submit, upload, post, email, transmit or otherwise make available any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (ix) interfere with the proper working of the Site; or, (x) bypass the measures we may use to prevent or restrict access to the Site. REASON AND REMEDY reserves the right to terminate a Customer’s Account immediately and without notice, if it becomes aware and determines, in its sole discretion, that a Customer is violating any of the foregoing guidelines.
Accuracy Of Information
The content, organization, graphics, design, compilation, and other matters related to the Site are protected under applicable U.S. and international copyright, trademark and intellectual property laws. “REASON AND REMEDY” and our logos and other marks are either trademarks or registered trademarks of REASON AND REMEDY (“Trademarks”). We exclusively own all worldwide right, title and interest in and to all the Trademarks, documentation, software, contents, graphics, designs, data, computer codes, ideas, know-how, “look and feel,” compilations, magnetic translations, digital conversions and other materials included within the Site and related to the Site, and all modifications and derivative works thereof, and all intellectual property rights related thereto (“Intellectual Property”). The posting of information or materials on the Site by us does not constitute a waiver of any rights in any Intellectual Property or such information and materials. You will not challenge, contest or otherwise impair REASON AND REMEDY’s ownership of the Site and the content therein or the validity or enforceability of REASON AND REMEDY’s rights in the Intellectual Property. We reserve the right in our sole discretion to edit or delete any information or other content appearing on the Site at any time without notice. Nothing contained in these Terms will be construed by implication, estoppel or otherwise as granting to the Customer an ownership interest in the Intellectual Property or any copyright, trademark, patent or other intellectual property right of REASON AND REMEDY or any third party. None of the material on our Site may be downloaded, distributed, reproduced, republished, posted, transmitted or copied in any form or by any means, without the prior written permission of REASON AND REMEDY, which permission may be withheld in our sole and absolute discretion.
Relationship Of The Parties
The relationship between REASON AND REMEDY and Customer is that of independent contractors, and no agency, partnership, joint venture, employee-employer or relationship is intended or created by these Terms or your use of the Site. Neither party will have authority to contract for or bind the other in any manner whatsoever.
If you use the Site from outside of the United States, your connection will be through and to servers located in the United States, your Orders placed through the Site will be fully processed in the United States and all information you provide will be processed and maintained in our web servers and internal systems located within the United States. By using the Site, you authorize the export of personal information to the United States and its storage and use as specified above when you provide such information to us.
YOU AGREE THAT USE OF THE SITE IS AT YOUR OWN RISK. THE SITE AND ALL CONTENT, MATERIALS AND PRODUCTS CONTAINED IN THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND NON-INFRINGEMENT. IN ADDITION, REASON AND REMEDY DISCLAIMS (A) ANY ENDORSEMENT OF OR LIABILITY FOR CONTENT AND HYPERLINKS OR ANY PRODUCTS PROVIDED BY SUPPLIERS THROUGH THE SITE; (B) ANY LIABILITY FOR INACCURACY, INCOMPLETENESS OR TIMELINESS OF THE CONTENT ON THE SITE, INCLUDING, WITHOUT LIMITATION, DESCRIPTIONS OF SUPPLIER PRODUCTS; (C) ANY LIABILITY FOR THE TRANSMISSION OF VIRUSES OR THE OCCURRENCE OF DATA CORRUPTION; AND (D) ANY LIABILITY FOR OTHER DAMAGES THAT MAY RESULT FROM THE TRANSMISSION, USE OR INABILITY TO USE THE SITE OR CIRCUMSTANCES OVER WHICH REASON AND REMEDY HAS NO PRACTICAL CONTROL. YOU UNDERSTAND AND AGREE THAT THE OPERATION OF THE SITE MAY INVOLVE BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. REASON AND REMEDY WILL HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF THE SITE OR USE OF ANY INFORMATION ACCESSED THROUGH THE SITE OR PRODUCTS ORDERED THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE BY REASON AND REMEDY OF ANY KIND.
REASON AND REMEDY IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY INFORMATION POSTED BY ANY THIRD PARTY ON THE SITE, INCLUDING BUT NOT LIMITED TO ANY LINKED SITES OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES.
Limitation Of Liability
IN NO EVENT WILL REASON AND REMEDY, ITS SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES, OR AGENTS (COLLECTIVELY, THE “REASON AND REMEDY PARTIES”) BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER
FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THESE TERMS, ANY PRODUCTS AVAILABLE THROUGH THE SITE, ANY ORDERS SUBMITTED THROUGH THE SITE, ANY VIRUSES AFFECTING THIS SITE, THE USE OR INABILITY TO USE THIS SITE, THE RESULTS GENERATED FROM THE USE OF THIS SITE, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS, HOWEVER CHARACTERIZED, AND/OR FROM ANY OTHER CAUSE WHATSOEVER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, REASON AND REMEDY’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL FEE RECEIVED BY REASON AND REMEDY FROM A SUPPLIER ON ACCOUNT OF PRODUCTS SUCH SUPPLIER SOLD TO YOU.
You will indemnify, defend and hold the REASON AND REMEDY Parties harmless from loss, liability, costs, damages or expenses from any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all claims, liabilities, judgments, losses, damages, costs, charges, attorney’s fees, and other expenses of every nature and character by reason of (a) your use of the Site; (b) your breach of these Terms and/or any breach of your representations and warranties set forth in these Terms; (c) any acts or omissions by you or on your behalf with respect to any Orders submitted through the Site by you; and/or (d) your violation of applicable law.
Any dispute, controversy or claim arising out of or relating to these Terms or the breach or termination hereof will be settled by binding arbitration conducted by JAMS (“JAMS”) in accordance with JAMS Comprehensive Arbitration Rules and Procedures (“Rules”). The arbitration will be heard by one arbitrator to be selected in accordance with the Rules, in Dallas County, Texas. Judgment upon any award rendered may be entered in any court having jurisdiction thereof. All parties waive the right, if any, to obtain any award for exemplary or punitive damages or any other amount for the purpose or imposing a penalty from the other in any arbitration or judicial proceeding or other adjudication arising out of or with respect to these Terms, or any breach hereof, including any claim that these Terms, or any part hereof, is invalid, illegal or otherwise voidable or void. In addition to all other relief, the arbitrator will have the power to award reasonable attorneys’ fees to the prevailing party. Notwithstanding anything to the contrary, if REASON AND REMEDY desires to seek injunctive or other equitable relief that does not involve the payment of money, then those claims will be brought in a state or federal court located in Dallas County, Texas, and you hereby irrevocably and unconditionally consent to personal jurisdiction of such courts and venue in Dallas County, Texas in any such action for injunctive relief or equitable relief and authorize and accept service of process sufficient for personal jurisdiction in any action