Terms of Sale
By purchasing a product (“Product”) from Arena Innovation Corp. (“Arena”), you are agreeing to be bound by these Terms of Sale (“Terms of Sale”) and the terms of the warranty included with your purchase.
THIS IS A LEGAL AGREEMENT. BY PLACING AN ORDER WITH ARENA, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS OF SALE ON BEHALF OF YOURSELF AND ANY ENTITY YOU REPRESENT IN CONNECTION WITH THE PURCHASE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS OF SALE ON BEHALF OF YOURSELF AND ANY SUCH ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION TO PURCHASE AND USE ARENA’S PRODUCTS AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS OF SALE, YOU MUST NOT PURCHASE ARENA’S PRODUCTS.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
The disclaimers, exclusions, and limitations of liability under these Terms of Sale will not apply to the extent prohibited by applicable law. For a full description of your legal rights you should refer to the laws applicable in your jurisdiction. Nothing in these Terms of Sale will affect those other superseding legal rights.
Arena’s pricing and the availability of the Product can change at any time without notice. Prices indicated are in U.S. dollars and we will indicate to you other applicable shipping charges and taxes prior to your purchase. In addition to the Product purchase price, you are responsible for paying such charges and taxes. By your purchase, you agree to indemnify and hold Arena harmless from and against any liabilities, interest, penalties or fees arising from a failure to pay any such charges or taxes.
By making a deposit to Arena, you secure an approximate priority to purchase a Product if and when it becomes available in your market. A deposit does not constitute a purchase of a Product. Rather, it will secure your approximate priority to purchase a Product in the future. If you do ultimately purchase a Product, your deposit will apply towards your order payment. Until you purchase a Product, you may cancel and receive a full refund of your deposit at any time by contacting us at firstname.lastname@example.org. You understand that your deposit will not be held in an escrow or trust fund and Arena will not pay interest on a deposit. The deposit is not transferable or assignable to any third party.
We offer shipping throughout the United States (the “Shipping Area”). Additional fees may apply for shipments outside the continental 48 states. We may ship a Product outside of this Shipping Area. You will be solely and completely responsible for any purchase or use of the Product outside of the Shipping Area, as well as any additional fees, taxes and tariffs incurred in connection with shipping of a Product. To the extent permitted by applicable law, Arena will accept no responsibility or liability associated with any loss, damage, or other injury caused by your purchase or use of the Product outside of the Shipping Area. You are responsible for complying with all applicable laws and regulations of the country for which the Product is destined or in which the Product is used. We are not liable or responsible if you violate any such law.
Title to the Product and risk of loss will pass to you upon delivery of the Product to a carrier. You acknowledge that all scheduled shipment dates are estimates only. Arena will make reasonable efforts to meet the scheduled shipment dates, but in no event will Arena be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery.
Any estimated arrival or delivery date provided by Arena is not a guarantee. Although Arena will make reasonable effort to meet estimated dates, delivery of the Product may take more or less time than estimated and Arena disclaims any loss, damage, or injury resulting from a delay in arrival or delivery. Deliveries that are refused may be returned to us, and it may take up to 45 days for returned Products to be processed for any potential refund or replacement.
Please see Returns for more information about our Return Policy.
RESALE NOT AUTHORIZED
Resale of the Product is not authorized by Arena. The Product is intended for use by you, the end user, only.
THIRD PARTY SOFTWARE AND APPLICATIONS
GOVERNING LAW; ARBITRATION
These Terms of Sale are governed by the laws of the United States and the State of Delaware, U.S.A., without regard to its principles of conflicts of law, and regardless of your location.
If a dispute arises between you and Arena, we would like to talk to you about it. Contact us at email@example.com. If we are unable to resolve the dispute, you agree to submit the dispute to binding arbitration as described below.
Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreement or any aspect of the relationship between you and Arena, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that Arena and you are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge.
You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action.
You may opt out of this agreement to arbitrate by contacting us at firstname.lastname@example.org with your first name, last name, and address within thirty (30) days of accepting this agreement to arbitrate, with a statement that you decline this arbitration agreement.
The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/consumer. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
WARRANTIES AND DISCLAIMERS
As far as permitted by applicable law, the Product and all other products and services provided by Arena are provided on an “as-is” basis without warranties or conditions of any kind, either express or implied, including, without limitation, warranties of title or non-infringement or implied warranties of merchantability or fitness for a particular purpose unless otherwise expressly noted in the limited warranty.
Your use of the Product is at your own discretion and risk. You acknowledge and agree that it is your sole responsibility to consult with your personal physician regarding any medical condition, impairment or disability that may prevent or limit your ability to use the Service. You further understand and agree that you are solely responsible for abiding by your personal physician’s recommendation as to any such medical restrictions, and for using the Service solely in accordance with your personal physician’s advice.
You are solely responsible for any and all loss, liability, or damages resulting from any use of the Product, including injury, damage or loss to your person, other persons, your home, the Product, accessories to the Product, and all other items and pets in your home. Arena disclaims all and any such loss, liability, or damages.
LIMITATION OF LIABILITY
Nothing in these Terms of Sale and in particular within this “Limitation of Liability” clause shall attempt to exclude liability that cannot be excluded under applicable law.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) ARENA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF ENJOYMENT, LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, OR OTHER DAMAGES WHATSOEVER IN CONNECTION WITH THE PURCHASE, USE, REPAIR, MAINTENANCE, MODIFICATION, OR MOVEMENT OF THE PRODUCT OR PARTS, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, ARENA WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR OR A THIRD PARTY’S USE OF OR INABILITY TO USE THE PRODUCT; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PRODUCT IS TO STOP USING THE PRODUCT; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF ARENA FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO ARENA FOR THE PRODUCT. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS TERMS OF SALE) ARE MADE FOR THE BENEFIT OF BOTH ARENA AND ARENA’S AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
You agree to indemnify, defend, and hold harmless Arena and its affiliates, and its and their directors, officers, employees, and agents, from and against all direct or indirect claims, damages, losses and costs that arise from or relate to your or third-party use of the Product or your violation of these Terms of Sale.
Arena may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with purchase, hard copy, or posting of such notice on the Arena website. Arena is not responsible for any automatic filtering you or your network provider may apply to email notifications.
These Terms of Sale do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Arena. If any provision of these Terms of Sale is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms of Sale and will not affect the validity and enforceability of any remaining provision.
You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms of Sale without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms of Sale without restriction. No waiver by either party of any breach or default under these Terms of Sale will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms of Sale shall be construed as if followed by the phrase “without limitation.” These Terms of Sale, including any terms and conditions incorporated herein, is the entire agreement between you and Arena relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Arena relating to such subject matter. Without limitation, a printed version of this these Terms of Sale shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Sale to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.