Terms of Service

1. 1. Accounts

   1. 1.1 Account Creation.

      In order to use certain features of the Services, you must register for an account (“Account”) as either a brand, retailer buyer or an independent sales representative and provide certain information about yourself and/or your company/brand. You represent and warrant that: (a) all registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information for so long as you use the Services. You may delete your Account at any time, for any reason, by following the instructions available via the Services. Abound may suspend or terminate your Account in accordance with Section 15. If you are an independent sales representative, Abound reserves the right to reject, suspend, or close your Account upon review of your credentials or for any use for the Services in violation of this Terms of Service Agreement or applicable law, including the Acceptable Use Policy in Section 4.3. You agree not to create an Account or use Services if we have previously suspended or terminated your Account.

   2. 1.2 Account Responsibilities.

      You are responsible for maintaining the confidentiality of your Account login information and all activities that occur under your Account. You agree to immediately notify Abound of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Abound cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2. 2. Access to the Services

   1. 2.1 License.

      Subject to this Terms of Service Agreement, Abound grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Services solely as permitted by and in compliance with this Terms of Service Agreement.

   2. 2.2 Certain Restrictions.

      The rights granted to you in this Terms of Service Agreement are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise make the Services, whether in whole or in part, or any content displayed on the Services, available to third parties; (b) except to the limited extent permitted by applicable law, you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you will not access the Services in order to build a similar or competitive product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services will be subject to this Terms of Service Agreement. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.

   3. 2.3 Modification of Services.

      Abound may at any time modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Abound will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

   4. 2.4 No Support or Maintenance.

      You acknowledge and agree that Abound will have no obligation to provide you with any support or maintenance in connection with the Services.

   5. 2.5 Ownership.

      1. (a) Excluding any User Content that you may provide (defined in Section 4.1 below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Abound or Abound’s suppliers. Neither this Terms of Service Agreement (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Abound and its suppliers reserve all rights not granted in this Terms of Service Agreement.

      2. (b) The Services and certain elements of any application programming interface made available by Abound may be subject to “open source” or “free software licenses” (“Open Source Software”) owned by third parties. Open Source Software is not licensed under Section 2.1. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Terms of Service Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of the applicable end-user license for such Open Source Software.

3. 3. Privacy

   Please review the Privacy Policy at https://assets.helloabound.com/pages/privacy_policy to learn about:

   • What information we may collect about you;

   • What we use that information for; and

   • With whom we share that information.

4. 4. User Content

   1. 4.1 User Content. “User Content”

      means all information and content that a user submits to, or uses with, the Services (e.g., content in a user’s profile or postings, messages sent between brands and independent sales representatives, etc.). Abound does not own any User Content. However, when you as a user post or publish your User Content on or in the Services, you represent that you have all of the necessary rights to grant Abound the license set forth below in Section 4.2. Except with respect to your User Content, you agree that you have no right or title in or to any content that appears on or in the Services. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 4.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Abound. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Abound is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

   2. 4.2 License

      You hereby grant (and you represent and warrant that you have the right to grant) to Abound an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, so that we may provide, improve and advertise (on our website and our other platforms, on thirdparty websites and other third party platforms, and in any other media) the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

   3. 4.3 Acceptable Use Policy.

      The following terms constitute our “Acceptable Use Policy”:

      1. (a) You will not use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; (iv) that is related to cannabis products (including without limitation, cannabidiol (CBD) products), firearms, or illegal substances; or (v) that violates any law, regulation, or obligations or restrictions imposed by any third party.
      2. (b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; (vii) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials that are publicly available via the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file); and/or (viii) fail to return product samples received from another user of the Services without explicit permission from the user that owns the product samples.

   4. 4.4 Rating and Reviews.

      Ratings and reviews posted by users on our Services are User Content that is not endorsed by Abound and does not represent the views of Abound. The Services are public and negative reviews may be posted by users regarding businesses, products, and services. Abound does not assume liability for ratings and reviews or for any claims for economic loss resulting from such ratings and reviews. Because we expect users to maintain a high level of integrity with respect to ratings and reviews posted through the Services, you agree: (i) to base any rating or review you post only on your first-hand experience with the applicable business, product, or service; (ii) you will not provide a rating or review for any business, product, or service with respect to which you have a competitive, ownership or other economic interest or employment relationship; (iii) you will not submit a rating or review in exchange for payment or other benefits from any individual or entity; and (iv) your ratings and reviews will comply with the terms of this Terms of Service Agreement. If we determine, in our sole discretion, that any rating or review could diminish the integrity of the ratings and reviews, we may exclude such User Content without notice.

   5. 4.5 Enforcement.

      We reserve the right (but have no obligation) to pre-screen or review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of this Terms of Service Agreement or post any User Content that is otherwise objectionable to Abound or otherwise may create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 15, and/or reporting you to law enforcement authorities.

   6. 4.6 Feedback.

      If you provide Abound with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Abound all rights in such Feedback and agree that Abound will have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Abound will treat any Feedback you provide to Abound as non-confidential and non-proprietary. You agree that you will not submit to Abound any information or ideas that you consider to be confidential or proprietary.

5. 5. Fees and Purchase Terms for Brands making goods for purchase by retailers located outside the UK

   1. 5.1 General Fees; Third-Party Payment Processors and Billing Agents; Refunds.

      You agree to pay us, through our payment processor(s) (e.g. Stripe) and billing agent(s), all charges at the prices then in effect for any purchase in accordance with the applicable payment terms presented to you at the time of purchase. You agree to make payment using the payment method you provide. We reserve the right to correct, or to instruct our payment processor to correct, any errors or mistakes, even if payment has already been requested or received. Except as set forth in this Terms of Service Agreement or otherwise on the Services, all fees are non-refundable.

   2. 5.2 Billing Authorization.

      You hereby authorize us to share your personal information with our payment processor(s) and billing agent(s) in order to process your payment, to charge your specified payment method in advance, and to place a hold on your payment method with respect to any unpaid charges. You authorize the issuer of your selected payment method to pay any amounts described herein without requiring a signed receipt. You authorize us to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to your payment method until such amounts are paid in full. You agree to provide updated information upon request and any time the information you previously provided is no longer valid. You acknowledge and agree that neither Abound, nor any Abound agent, will have any liability whatsoever for any insufficient funds or other charges incurred by you as a result of attempts to charge, and/or place holds on, your specified payment method as contemplated by this Terms of Service Agreement. If you provide a debit card number instead of a credit card number, you authorize all charges described herein to be applied to such debit card unless and until you provide a credit card number.

7. 6. Abound Marketplace Conditions for Brands making available goods for purchase by retailers located outside the UK and for retailers located outside the UK

   Abound may invite certain brands to the Abound marketplace to enable them to sell certain items to independent retailers for resale (the “Marketplace”). In the event you, as a brand are invited to the Marketplace, or you as an independent retailer, wish to participate in the Marketplace, you are bound by the terms of this Section.

   1. 6.1 Retailer (Buyers).

      When buying an item on the Marketplace, you agree to the rules for retailers that:

      1. (a) You are responsible for reading the full item listing before making a commitment to buy.
      2. (b) You enter into a legally binding contract with the brand to purchase an item when you commit to buy an item.
      3. (c) You must have a valid reseller ID and associate certificate if you conduct business in a state that collects sales tax. You agree to provide such information to Abound and the Seller upon request for tax compliance purposes.
      4. (d) All items you purchase via the Marketplace may only be resold to end customers and consumers of the items, and not for further resale and distribution or for personal use by you.
      5. (e) We do not transfer legal ownership of items from seller to the buyer.
      6. (f) New York Commercial Code §2-401(2) and Uniform Commercial Code §2-401(2) apply to the transfer of ownership between buyer and seller unless buyer and seller agree otherwise.
      7. (g) Buyers may apply for net 60 payment terms from Abound, which Abound may approve, suspend, or deny in its sole and absolute discretion. Abound reserves the right to terminate a Buyer's right to net 60 payment terms at any time; provided any purchases made prior to such termination date will remain subject to the net 60 payment terms.
      8. (h) Sellers may refuse to sell any item for any reason.

   2. 6.2 Brands (Sellers).

      When listing an item, you agree to comply with our rules for listing and that:

      1. (a) You are responsible for the accuracy and content of the listing and item offered.
      2. (b) You are solely responsible for the fulfillment and shipping of any item sold via the Marketplace, and Abound will reimburse you for shipping costs in accordance with our then-current shipping reimbursement policies.
      3. (c) If items are missing or damaged in your shipment, the buyer or Abound will notify you and you will not receive payment for missing or damaged items. Damaged items will be returned to the Seller upon notification.

   3. 6.3 Returns

      ALL SALES MADE ON OR AFTER MAY 9, 2023 SHALL BE FINAL. NO RETURNS WILL BE ACCEPTED FOR PRODUCTS PURCHASED ON OR AFTER MAY 9, 2023 AND NO REFUNDS WILL BE ISSUED ON SUCH PURCHASES.

      For sales made before May 9, 2023, the following return policy shall apply:

      1. Buyers may return any items purchased from a brand/seller in connection with their initial purchase from that brand/seller, within sixty (60) days after the date of their order for a refund (less shipping previously paid). All other sales are final, unless the items received by the buyer are damaged, incorrect or missing. In order to initiate the returns process, you must use the returns form located in your Account orders page and provide and submit the required information. If Abound determines that you qualify for a return, Abound will provide you with a return shipping label. All items must be returned using the return shipping label to the location identified therein in order to process your returns in order to be eligible for a refund. Items must be returned in their original condition and packaging, with any labels, tags or marketing materials of the buyer, completely removed. No returns are acceptable for perishable or customized items, unless items are missing or damaged upon arrival. If we determine that a refund is appropriate (e.g. the items from an initial purchase are in their original condition or the items were received damaged upon receipt or were missing or incorrect), we will issue you a refund for the purchase price of the item (not including shipping or taxes paid).

   4. 6.4 Brand Payments

      Following the sale of an item on the Marketplace, Abound will pay you (the brand) in accordance with the payment and commissions plan selected by you (the “Commission Plan”), and reimburse you for the shipping costs, in accordance with our then-current shipping reimbursement policies. You may update your Commission Plan once every thirty (30) days. We process all payments through our third party payment processor (currently Stripe), you hereby consent and authorize Abound and Stripe to share any information and payment instructions you provide with third party service provider(s) to the minimum extent required to complete your transactions. By listing or selling items on the Marketplace, you also agree to be bound by Stripe’s privacy policy at: https://stripe.com/us/privacy and services agreement at: https://stripe.com/us/legal. You acknowledge that the actual timing of payments is partially dependent upon our third party payment processors.

8. 7. Order and Delivery Process for Retailers located in the UK

   1. 7.1 If you are a retailer located in the UK, you agree to the following order process:

      1. (a) You acknowledge and agree that you are incorporated in the UK and have a registered UK company number, and that you are acting in a commercial capacity when placing an order to purchase an item on our site.
      2. (b) You acknowledge and agree that you are responsible for reading the full item listing before placing an order to purchase that item.
      3. (c) By placing an order to purchase an item on our site, you acknowledge that you are making an offer to purchase that item as specified in the order, subject to this Terms of Service Agreement. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
      4. (d) After you place an order, you will receive an email from us acknowledging that we have received it. Please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in (e) below.
      5. (e) Our acceptance of your order takes place when we send an email to you to accept it, at which point the contract between you and us will come into existence.
      6. (f) We may refuse to accept an order for any item for any reason. Where this is the case, we will inform you of this by email and we will not process your order. If you have already paid for any items, we will refund you the full amount for those items, including any delivery costs charged, as soon as possible.

   2. 7.2 If you are a retailer located in the UK, you agree to the following delivery terms:

      1. (a) Once we have accepted your order, the items in your order will be delivered to you by the brand(s) who make those items available on our site. Delivery is complete once the items have been unloaded at the address for delivery set out in your order and will be at your risk from that time. Please note that the packaging of the items you order may vary from that shown on images on our site.
      2. (b) Title in such items will remain with us until you pay all sums due under this Terms of Service Agreement, including all delivery charges. Until title passes, (i) you hold such items as our fiduciary agent and bailee, (ii) you agree to store such items separately from any other goods and you will not interfere with any identification marks, labels, batch numbers or serial numbers on such items, (iii) you may use or agree to sell the items as principal and not as agent in the ordinary course of your business, subject to the express condition that, at our direction, the entire proceeds of any sale or insurance proceeds received in respect of such items are held on trust for us and not mixed with any other monies, or paid into an overdrawn bank account and, will, at all times, be identified as our money, (iv) we will be entitled, at any time, to recover any or all of the items in your possession to which we have title and, for that purpose, we, our employees or agents may, with such transport as is necessary, enter upon any premises occupied by you, or to which you have access and where such items may be, or are believed to be, situated.
      3. (c) You acknowledge and agree that all items you purchase from us may only be resold to end customers and consumers of the items, and not for further resale and distribution or for personal use by you. You may not resell the items you purchase to anyone other than the end users of the items.

9. 8. Payment, Warranty and Refund Terms for retailers located in the UK

   1. 8.1 If you are a retailer located in the UK, you agree to the following order process:

      1. (a) The prices of the items you may purchase are as quoted on our site at the time you submit your order.
      2. (b) All supplies made to you by Abound are exclusive of any VAT and any other value-added, sales, goods, services, turnover, or similar tax (together referred to in this Terms of Services Agreement as “VAT”). You agree to pay any VAT properly chargeable in respect of any supply to you by Abound in addition to the payment, fee, charge or other sum otherwise due and Abound shall supply you with a valid VAT invoice. You agree to provide information to Abound upon request for tax compliance purposes, including your VAT registration number.
      3. (c) The price of items you may purchase does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please refer to our Delivery Charges page: https://helloabound.kustomer.help/en_us/how-much-will-i-be-charged-for-shipping-ry_DKMpNw.
      4. (d) You may apply for ‘net 60’ payment terms from Abound, which Abound may approve, suspend, or deny in its sole and absolute discretion. Abound reserves the right to terminate a Buyer’s right to net 60 payment terms; provided any purchases made prior to such termination date will remain subject to the net 60 payment terms.
      5. (e) You agree to pay us, through our payment processor(s) (currently Stripe and its affiliates), all charges at the prices in effect at the time you place your order for any purchase. Where we have approved ‘net 60’ payment terms, and where we have agreed that these will apply to a particular order, your payment will become payable sixty (60) days after the date on which we accept your order as described in Section 7.1(e) above. In all other cases, your payment will become payable on the date on which we accept your order as described in Section 7.1(e). You agree to make payment using the payment method you provide. We reserve the right to correct, or to instruct our payment processor to correct, any errors or mistakes, even if payment has already been requested or received. Except as set forth in this Terms of Service Agreement or otherwise on the Services, all fees are non-refundable and all sales on or after May 9, 2023 are final. You agree to pay all amounts due to Abound under this Terms of Service Agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
      6. (f) You acknowledge and agree that (i) Abound engages Stripe (and its affiliates) as its payment processor to process your payment, to charge your specified payment method in advance, and to place a hold on your payment method with respect to any unpaid charges where we have agreed to ‘net 60’ payment terms, (ii) Stripe (and its affiliates) may collect, use, retain and disclose your personal data for these purposes and as otherwise described in Stripe’s privacy policy (see  https://stripe.com/gb/privacy), and (iii) Stripe (and its affiliates) may transfer, process and store your personal data outside the UK in accordance with Stripe’s privacy policy (see https://stripe.com/gb/privacy).
      7. (g) You authorize the issuer of your selected payment method to pay any amounts described herein without requiring a signed receipt. You authorize us to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to your payment method until such amounts are paid in full. You agree to provide updated information upon request and any time the information you previously provided is no longer valid. You acknowledge and agree that neither Abound, nor any Abound agent, will have any liability whatsoever for any insufficient funds or other charges incurred by you as a result of attempts to charge, and/or place holds on, your specified payment method as contemplated by this Terms of Service Agreement. If you provide a debit card number instead of a credit card number, you authorize all charges described herein to be applied to such debit card unless and until you provide a credit card number.

   2. 8.2 If you are a retailer located in the UK, you agree to the following refund terms:

      WITHOUT PREJUDICE TO YOUR MANDATORY STATUTORY RIGHTS, ALL SALES MADE ON OR AFTER MAY 9, 2023 SHALL BE FINAL AND ARE MADE WITHOUT ANY WARRANTY WHATSOEVER. NO RETURNS WILL BE ACCEPTED FOR PRODUCTS PURCHASED ON OR AFTER MAY 9, 2023 AND NO REFUNDS WILL BE ISSUED ON SUCH PURCHASES.

      For sales made before May 9, 2023, the following return policy shall apply:

      1. (a) Retailers may return to us any items purchased in initial from us of items made available by a particular brand, within sixty (60) days after the date of their order, for a refund (less shipping previously paid), provided that (i) such items are returned in their original condition, (ii) this right to a refund does not apply in respect of the second or any subsequent purchase from us of items made available by that brand, and (iii) this right to a refund does not apply in respect of perishable or customised items.
      2. (b) All other sales are final, unless the items received by you are damaged, incorrect or missing. Note that where items do not meet the warranty in Section 8.3(a) below, the terms of Section 8.3 will apply. Where items are damaged, incorrect or do not otherwise meet the warranty in Section 8.3(a) below, then subject to the remainder of this Section 8, they may be returned to the brand.
      3. (c) In order to initiate the returns process, you must use the returns form located in your Account orders page and provide and submit the required information. If Abound determines that you qualify for a return, Abound will provide you with a return shipping label, which will be addressed to us or to the brand, as appropriate.
      4. (d) All items must be returned using the return shipping label to the location identified therein in order to process your returns in order to be eligible for a refund. Items must be returned in their original condition and packaging, with any labels, tags or marketing materials of the retailer, completely removed.
      5. (e) If we determine that a refund is appropriate (e.g. the items from an initial purchase are in their original condition or the items were received damaged upon receipt or were missing or incorrect), we will issue you a refund for the purchase price of the item (not including shipping or taxes paid, other than any amount in respect of VAT which has been paid to us by you and in respect of which we are required to issue a credit note by applicable law).

   3. 8.3 If you are a retailer located in the UK, we provide the following warranty:

      1. (a) We provide a warranty that on delivery, the items you have purchased will: (i) subject to Section 8.3(c) below, conform in all material respects with their description as provided on our site; (ii) be free from material defects in design, material and workmanship; and (iii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
      2. (b) Subject to Section 8.3(c) below, if: (i) you give us notice in writing within a reasonable time of discovery that some or all of the items do not comply with the warranty set out in Section 8.3(a); (ii) we are given a reasonable opportunity to examine the items; and (iii) if we ask you to do so, you return the items to us or the brand (as directed by us on the return shipping label provided) at our cost in accordance with Section 8.2(c) above, we will, at our option, repair or replace the defective items, or refund the price of the defective items in full (not including shipping or taxes paid, other than any amount in respect of VAT which has been paid to us by you and in respect of which we are required to issue a credit note by applicable law).
      3. (c) We will not be liable for breach of the warranty set out in Section 8.3(a) above if: (i) you make any further use of the items after giving notice to us under Section 8.3(b); (ii) the defect arises as a result of us or the brand following any drawing, design or specification supplied by you; (iii) you alter or repair the items without our written consent; (iv) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (v) the items differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
      4. (d) We will only be liable to you for the items’ failure to comply with the warranty set out in Section (a) to the extent set out in this Section 8.3.
      5. (e) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from this Terms of Service Agreement.
      6. (f) This Terms of Service Agreement also applies to any repaired or replacement items supplied to you.

10. 9. Abound Marketplace Conditions for Brands making available goods for purchase by us for resale to retailers located in the UK

    1. 9.1 If you are a brand or independent sales representative making available goods for purchase in the UK, the following will apply to you.

       1. (a) Abound may invite certain brands to the Abound marketplace to enable them to sell certain items to us for resale by us to retailers in the UK (the “Marketplace”). In the event you, as a brand are invited to the Marketplace, you are bound by the terms of this Section.
       2. (b) When listing an item, you are solely responsible for the accuracy and content of the listing and item offered. You warrant that the items that you list on the Marketplace (i) conform in all material respects with their description as provided on the Marketplace; (ii) be free from material defects in design, material and workmanship; and (iii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
       3. (c) You agree that you will honour the price for an item quoted on our site at the time a retailer submits an order for that item.
       4. (d) Once we receive an order from a retailer, we will notify you via email and on your Abound account dashboard to place an order for that item. By accepting the order on your Abound account dashboard you are accepting that order and agreeing to supply the item specified in the order, subject to this Terms of Service Agreement.
       5. (e) You are solely responsible for the fulfilment and shipping of any item ordered. Abound will reimburse you for shipping costs in accordance with our then-current shipping reimbursement policies. You agree to deliver the item to the address specified in the order. Risk in such items will remain with you until they have been unloaded at the address for delivery specified in the order. Title in such items will pass to us with effect from the date on which we pay you in accordance with Section 9.1(g) below.
       6. (f) If items are missing, incorrect or damaged in your shipment, or if the items do not meet the warranty provided in Section 9.1(b), we will notify you and you may elect to repair or replace the defective items (and ship replacement items at your cost), or refund the price of the defective items in full (including shipping costs and any amount in respect of VAT which has been paid by us to you). Damaged items will be returned to you upon notification.
       7. (g) Following the sale of an item on the Marketplace, Abound will pay you (the brand) in accordance with the payment and commissions plan selected by you (the “Commission Plan”), and reimburse you for the shipping costs, in accordance with our then-current shipping reimbursement policies. You may update your Commission Plan once every thirty (30) days. We process all payments through our third party payment processor(s) (currently Transferwise). You acknowledge that your personal information will be processed by our payment processor(s) for this purpose. You acknowledge that the actual timing of payments is partially dependent upon our third party payment processor(s).
       8. (h) In respect of supplies of items made by you to us for resale (as described above), such supplies shall be exclusive of VAT, with payments of such VAT to be made by us to you in accordance with the Commission Plan selected by you and the terms referred to above. You confirm you are registered for the purposes of UK VAT and agree to provide information to Abound upon request for its tax compliance purposes, including your VAT registration number.
       9. (i) You will enter into a VAT self-billing arrangement with us on the date that you agree to this Terms of Service Agreement by completing and submitting the self-billing agreement at: https://portal.helloworks.com/link/iyRhUAWKZISAcwYL (“Self-Billing Agreement”) and we will provide you with copies of self-billed VAT invoices. Except as otherwise provided under the terms of the Self-Billing Agreement, the Self-Billing Agreement will expire on the termination of this Terms of Service Agreement.

11. 10. Tax (general)

    1. 1. (a) For the avoidance of doubt, the parties to this Terms of Services Agreement shall generally issue invoices and credit notes in accordance with applicable laws consistent with VAT requirements and irrespective of whether sums or consideration may be netted for settlement purposes and any supplies made by Abound are exclusive of VAT with any VAT properly chargeable to be paid in addition.
       2. (b) You shall pay to us, as a debt on demand, all costs and other losses incurred by us, including but not limited to tax, penalties and interest, levied on us by any competent tax authority due to your failure to pay any taxes, penalties or interest primarily due from or accountable by you, to provide a valid VAT registration number or to provide any information related to tax reasonably required by us for our tax compliance purposes.
       3. (c) All payments made by Abound will be subject to any applicable withholding or deduction for or on account of tax, if required by law.

12. 11. Indemnification

    You agree to indemnify and hold harmless Abound (and its officers, employees, and agents), including for costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your User Content, (c) your violation of this Terms of Service Agreement; or (d) your violation of applicable laws or regulations. Abound reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Abound. Abound will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

13. 12. Third-Party Links and Applications; Other Users

    1. 12.1 Third-Party Links and Applications.

       The Services may contain links to third-party websites, services and applications for third parties (collectively, “Third-Party Links and Applications”). Such Third-Party Links and Applications are not under the control of Abound, and Abound is not responsible for any Third-Party Links and Applications. Abound provides access to these Third-Party Links and Applications only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Applications. You use all Third-Party Links and Applications at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links and Applications, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Applications.

    2. 12.2 Other Users.

       Abound facilitates interactions between brands and independent sales representatives. However, you acknowledge that the independent sales representatives are not associated with Abound and Abound does not guarantee any responses or retail placement. Each user is solely responsible for any and all of its own User Content. You acknowledge that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other users are solely between you and such users, and you use User Content and interact with other users at your own risk. You agree that Abound will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any user, we are under no obligation to become involved. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU AGREE NOT TO COLLECT OR USE ANY PERSONALLY IDENTIFIABLE INFORMATION, INCLUDING INFORMATION ABOUT OTHER USERS, FROM THE SERVICES EXCEPT AS EXPRESSLY CONTEMPLATED BY THIS TERMS OF SERVICE AGREEMENT AND OUR PRIVACY POLICY OR AS PERMITTED IN WRITING BY SUCH USER, AND YOU FURTHER AGREE NOT TO USE ANY PERSONAL INFORMATION ABOUT OTHER USERS FOR ANY REASON EXCEPT TO COMMUNICATE WITH SUCH USERS VIA THE SERVICES. WITHOUT LIMITING THE PRIOR SENTENCE, YOU EXPRESSLY AGREE (I) NOT TO COPY, PUBLISH, UPLOAD OR OTHERWISE DISTRIBUTE ANY PERSONAL INFORMATION OF ANY USER TO ANY THIRD-PARTY SITE OR SERVICES OR ANY OTHER MEDIUM, AND (II) THAT A VIOLATION OF THIS PROHIBITION WILL BE GROUNDS FOR IMMEDIATE TERMINATION OF YOUR ACCOUNT, WITHOUT PREJUDICE TO ANY OTHER REMEDIES AVAILABLE TO US AT LAW OR EQUITY.

14. 13. Warranty Disclaimers

    SAVE AS SET OUT IN SECTION 8.3 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND PRODUCTS PROVIDIED THROUGH THE SERVICES (“PRODUCTS”) ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND ABOUND (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, TERMS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT RELATING TO THE SERVICES, PRODUCTS OR OUR PERFORMANCE HEREUNDER. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES OR PRODUCTS WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR COMPLETE.

    ABOUND DOES NOT GUARANTEE THAT ANY PRODUCTS WILL BE ABLE TO OBTAIN RETAIL DISTRIBUTION AS A RESULT OF USING THE SERVICES. DESCRIPTIONS, IMAGES, REFERENCES, FEATURES, CONTENT, SPECIFICATIONS, PRODUCTS, PRICES, AND AVAILABILITY OF ANY PRODUCTS ARE SUBJECT TO CHANGE WITHOUT NOTICE. CURRENT PRODUCT PRICES CAN BE FOUND ON THE SERVICES. ABOUND (AND OUR SUPPLIERS) MAKE REASONABLE EFFORTS TO ACCURATELY DISPLAY THE ATTRIBUTES OF PRODUCTS, INCLUDING THE APPLICABLE COLORS; HOWEVER, THE ACTUAL COLOR YOU SEE WILL DEPEND ON YOUR COMPUTER SYSTEM, AND ABOUND (AND OUR SUPPLIERS) CANNOT GUARANTEE THAT YOUR COMPUTER WILL ACCURATELY DISPLAY SUCH COLORS. THE INCLUSION OF ANY PRODUCTS ON THE SERVICES AT A PARTICULAR TIME DOES NOT IMPLY OR WARRANT THAT THESE PRODUCTS WILL BE AVAILABLE AT ANY TIME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY HAVE OTHER RIGHTS.

15. 14. Limitation of Liability.

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ABOUND, OUR OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS, OR OUR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS TERMS OF SERVICE AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF ABOUND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF YOU MADE A PURCHASE THROUGH OUR SERVICES, THE TOTAL AGGREGATE LIABILITY TO YOU OF ABOUND, OUR OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS, OR OUR SUPPLIERS FOR ANY DAMAGES ARISING FROM OR RELATED TO THE SERVICES OR THIS TERMS OF SERVICE AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE LESSER OF (A) THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO ABOUND DURING THE SIX MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE OR REGULATION UNDER WHICH SUCH CLAIM ARISES. IF YOU HAVE NOT MADE A PURCHASE THROUGH OUR SERVICES, THE TOTAL AGGREGATE LIABILITY TO YOU BY ABOUND, OUR OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS, OR OUR SUPPLIERS FOR ANY DAMAGES ARISING FROM OR RELATED TO THE SERVICES WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS TERMS OF SERVICE AGREEMENT.

    SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY HAVE OTHER RIGHTS.

16. 15. Term and Termination

    Subject to this Section, this Terms of Service Agreement will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of this Terms of Service Agreement. Upon termination of your rights under this Terms of Service Agreement, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Abound will not have any liability whatsoever to you for any termination of your rights under this Terms of Service Agreement, including for termination of your Account or deletion of your User Content. Any provision that, by its nature, is intended to survive the termination or expiration of this Terms of Service Agreement, including, without limitation, the ownership provisions, your license to us to use your User Content, disclaimers on warranty, limitation on liability, the arbitration agreement, and indemnification, will do so.

17. 16. Copyright Policy

    Abound respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Services who are repeat infringers of intellectual property rights, including copyrights.

    If you are a retailer located in the UK, or a brand or independent sales representative making available goods for purchase by retailers located in the UK and you believe that one of our users is, through the use of our Services, unlawfully infringing your copyright(s) in a work, and wish to have the allegedly infringing material removed, please contact us using the following contact details:

    By post: For the attention of Abound Legal, Abound Limited,16 Great Queen Street, Covent Garden, London, United Kingdom, WC2B 5AH

    By email: copyright@helloabound.com

    In all other cases, if you believe that one of our users is, through the use of our Services, unlawfully infringing your copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

    1. 1. your physical or electronic signature;

    2. 2. identification of the copyrighted work(s) that you claim to have been infringed;

    3. 3. identification of the material on our Services that you claim is infringing and that you request us to remove;

    4. 4. sufficient information to permit us to locate such material;

    5. 5. your address, telephone number, and e-mail address;

    6. 6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

    7. 7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

    Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

    The designated Copyright Agent for Abound is:

    Designated Agent: Abound Copyright Compliance
    Address of Agent: 121 West 36th Street, Suite 410 NY, NY 10018
    Telephone: 212-457-4957
    Email: copyright@helloabound.com

18. 17. Changes

    Subject to Section 18.7, this Terms of Service Agreement is subject to occasional revision, and if we make any material changes, we may notify you by sending you an e-mail to the e-mail address associated with your Account (if applicable), and/or by prominently posting notice of the changes via the Services. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Abound may require you to provide consent to the updated Terms of Service Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of our Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS.

19. 18. Dispute Resolution

    Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Abound, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Abound Parties”) and limits the manner in which you can seek relief from the Abound Parties.

    Note that this Section 18 only applies where this Terms of Service Agreement is entered into between you and Replogic, Inc. It does not apply if this Terms of Service Agreement is entered into between you and Abound Limited (i.e. because you are a retailer located in the UK, or a brand or independent sales representative making available goods for purchase by retailers located in the UK).

    1. 18.1 Applicability of Arbitration Agreement.

       You agree that any dispute between you and any of the Abound Parties relating in any way to the Services or this Terms of Service Agreement, will be resolved by binding arbitration, rather than in court, except that (1) you and the Abound Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the Abound Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of this Terms of Service Agreement and shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Terms of Service Agreement or any prior version of this Terms of Service Agreement. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the Abound Parties on your behalf.

    2. 18.2 Arbitration Rules and Forum.

       The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Abound, Attn: Abound Legal, 121 West 36th Street, Suite 410 NY, NY 10018. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and you cannot obtain a waiver from JAMS, Abound will pay them for you.

       You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the U.S. county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

    3. 18.3 Authority of Arbitrator.

       The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder, including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement and any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and the Abound Parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and this Terms of Service Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Abound Parties.

    4. 18.4 Waiver of Jury Trial.

       EXCEPT AS SPECIFIED IN SECTION 18.1, YOU AND THE ABOUND PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Abound Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 18.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Terms of Service Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

    5. 18.5 Waiver of Class or Other Non-Individualized Relief.

       BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU AND EACH OF THE ABOUND PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ALL CLAIMS AND DISPUTES SUBJECT TO ARBITRATION UNDER THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS SUBJECT TO ARBITRATION UNDER THIS ARBITRATION AGREEMENT, AND CLAIMS OF ONE USER OR PERSON CANNOT BE ARBITRATED OR CONSOLIDATED WITH CLAIMS OF ANY OTHER USER OR PERSON. If applicable law precludes enforcement of any of this Section 18.4’s limitations as to a given claim for relief, then the applicable claim must be severed from the arbitration and may be brought into the state or federal courts located in New York in accordance with Section 19. All other claims shall be arbitrated.

    6. 18.6 Survival of Agreement.

       This Arbitration Agreement will survive the termination or expiration of this Terms of Service Agreement or your relationship with Abound.

    7. 18.7 Modification.

       Notwithstanding any provision in this Terms of Service Agreement to the contrary, we agree that if Abound makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Abound at the following address: Abound, Attn: Abound Legal, 121 West 36th Street, Suite 410 NY, NY 10018.

20. 19. Exclusive Venue

    If this Terms of Service Agreement is entered into between you and Replogic, Inc., to the extent the parties are permitted under this Terms of Service Agreement to initiate litigation in a court, both you and Abound agree that all claims and disputes arising out of or relating to this Terms of Service Agreement that are not brought in a small claims court pursuant to Section 18.1 will be litigated exclusively in the state courts in New York County, New York or federal courts located in the Southern District of New York.

    If this Terms of Service Agreement is entered into between you and Abound Limited, both you and Abound agree that all claims and disputes arising out of or relating to this Terms of Service Agreement (including, without limitation, any dispute relating to the existence, validity or termination of this Terms of Service Agreement or any contractual or non-contractual obligation) will be litigated exclusively in the courts of England and Wales.

21. 20. Governing Law

    IF THIS TERMS OF SERVICE AGREEMENT IS ENTERED INTO BETWEEN YOU AND REPLOGIC, INC., THIS TERMS OF SERVICE AGREEMENT AND ANY ACTION RELATED HERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW OR OTHER PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.

    If this Terms of Service Agreement is entered into between you and ABOUND LIMITED, This terms of service Agreement and all matters arising from it (including, without limitation, any dispute relating to the existence, validity or termination of this terms of service Agreement or any contractual or non-contractual obligation) shall be governed by, and construed in accordance with the laws of England and Wales.

22. 21. Export Control

    The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Abound, or any products utilizing such data, in violation of the United States export laws or regulations.

23. 22. Electronic Communications

    The communications between you and Abound use electronic means, whether you use the Services or send us emails, or whether Abound posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Abound in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Abound provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

24. 23. Entire Terms

    This Terms of Service Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Terms of Service Agreement will not operate as a waiver of such right or provision. The section titles in this Terms of Service Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of this Terms of Service Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Terms of Service Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Abound is that of an independent contractor, and neither party is an agent or partner of the other. This Terms of Service Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Abound’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Abound may freely assign this Terms of Service Agreement. The terms and conditions set forth in this Terms of Service Agreement will be binding upon assignees.

25. 24. Copyright/Trademark Information

    All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

26. 25. Consumer Complaints.

    In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

27. 26. Contact Information

    Replogic, Inc.
    Attn: Abound Legal
    121 West 36th Street, Suite 410
    New York, NY 10018
    

    Abound Limited
    Attn: Abound Legal
    16 Great Queen Street
    Covent Garden
    London
    United Kingdom
    WC2B 5AH
    +44 20 3868 6958

If you have any questions about these terms, contact us.