Effective Date: 3/8/2022
These Terms of Service and Sale (these "Terms") are agreed to between SK&T Integration, Inc., and its affiliates and subsidiaries (collectively, "SK&T") and the individual or entity that accesses SK&T's website at https://www.skandt.com/, https://scan-im.com/, and any associated web or mobile applications (the "Website") and/or purchases any of SK&T's products (the "Product(s)") (such individual or entity is hereinafter referred to as "You", and "Your").
PLEASE CAREFULLY READ THESE TERMS. BY ACCESSING THE WEBSITE AND/OR ORDERING THE PRODUCT(S), YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS (INCLUDING ANY POLICIES WHICH ARE INCORPORATED HEREIN BY REFERENCE). IF YOU DO NOT AGREE TO THESE TERMS, OR DO NOT MEET THE QUALIFICATIONS INCLUDED HEREIN, SK&T IS NOT WILLING TO PROVIDE YOU WITH THE PRODUCT(S) AND YOU MUST NOT ACCESS OR USE THE WEBSITE OR PRODUCT(S).
You are responsible for compliance with these Terms (including any other policies which are incorporated herein by reference). Unless You later enter into any other signed, written agreements with SK&T, these Terms contain the complete and exclusive agreement between You and SK&T regarding the subject matter hereof. These Terms supersede any prior agreement or proposal, oral or written, and any other communications between You and SK&T relating to the subject matter hereof; provided that, if you have entered into a supply agreement directly with SK&T for the purchase of Products (the "Supply Agreement"), that Supply Agreement shall control.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 13, You agree that disputes arising under these Terms (including any dispute arising from your purchase or use of a Product) will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND SK&T ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 13.)
1. DEFINITIONS. Capitalized words or phrases used in these Terms have the definitions given in these Terms or, if not defined in these Terms, have their plain English meaning as commonly interpreted in the United States.
2. RESERVATION OF RIGHTS. SK&T reserves the right to refuse service to You for any reason at any time. You understand that Your content (not including credit card information), may be transferred unencrypted and involve: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Website or Product(s), without express written permission by SK&T. The Website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only.
3. MODIFICATIONS. SK&T may, at any time, modify the Website or Product(s), with or without notice to You, by making those modifications available on the Website. SK&T also reserves the right, at any time, to modify these Terms. SK&T will inform You of the presence of any changes to these Terms by posting those changes on the Website or by providing You with notice through the Website. Any modifications will be effective immediately upon posting on the Website or delivery of such notice through the Website. You may terminate these Terms as set forth below if You object to any such modifications. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Website or Product(s) following such notice period. Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. SK&T reserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
4. ELIGIBILITY. The Website and Product(s) are intended for use by individuals 18 years of age and older. You may not use the Website or order Products if you are under the age of 18.
5. ACCOUNT CREATION AND RESPONSIBILITY. Before accessing certain portions of the Platform, You and any person you authorize to access the Platform ("User") are required to establish an account on the Platform (an "Account"). Approval of any request to establish an Account will be at the sole discretion of SK&T. Each Account and the user identification and password for each Account (the "Account ID") is personal in nature. Each Account is for Your Users' individual use and each Account ID may be used only by an individual User. You will ensure no User distributes or transfers their Account or Account ID or provides a third party with the right to access their Account or Account ID. You are solely responsible for all use of the Platform through Your Users' Accounts. You will ensure the security and confidentiality of each Account ID and will notify SK&T immediately if any Account ID is lost, stolen, or otherwise compromised. Any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself ("Registration Information"). You may also provide SK&T with information about your company and your products and services, including without limitation information about your inventory, such as part numbers, item descriptions, storeroom locations, part quantities, and preferred inventory levels (collectively, the "Inventory Information", and together with the Registration Information, "Your Content"). You agree that: (1) Your Content that provide will be true and complete; (2) You will maintain and promptly update Your Content to keep it accurate and current; and (3) You have the right to provide Your Content and to authorize SK&T to use it to provide you the services. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; or (b) use an Account ID that SK&T, in its sole discretion, deems offensive.
6. SALES TERMS AND CONDITIONS.
a. DELIVERY. The Product(s) will be delivered within a reasonable time after SK&T's receipt of full payment for the Product(s). SK&T only ships Products to the United States, and cannot ship any Products outside the United States. SK&T shall not be liable for any delays, loss, or damage in transit. Delivery of the Product(s) shall be made EXW (Incoterms® 2020) to the place You designate in Your order. SK&T reserves the right to alter, modify, or redesign its Product(s) without any obligation to replace previous shipments to You.
b. YOUR ACTS OR OMISSIONS. You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that SK&T can complete your transactions and contact you as needed. You are responsible for the confidentiality of your account login information. You are responsible for the use of your account and login credentials. If SK&T's performance of its obligations under these Terms is prevented or delayed by any act or omission of You or its agents, subcontractors, consultants, or employees, SK&T shall not be deemed in breach of its obligations under these Terms or otherwise liable for any costs, charges, or losses sustained or incurred by You, in each case, to the extent arising directly or indirectly from such prevention or delay.
c. PRICE. The purchase of all Product(s) from SK&T shall be made at the price(s) set forth on the Website (the "Price"). The Price may be modified or change at any time in SK&T's discretion without notice to You. Unless otherwise agreed by SK&T, the Price are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by You. You shall be responsible for all such charges, costs and taxes; provided, that, You shall not be responsible for any taxes imposed on, or with respect to, SK&T's income, revenues, gross receipts, personal or real property, or other assets. For clarity, if you entered into a Supply Agreement with SK&T, the terms of that Supply Agreement shall control.
d. DISCLAIMERS AND EXCLUSIVE REMEDY. SK&T reserves the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. SK&T may exercise this right on a case-by-case basis. SK&T reserves the right to limit the quantities of any products or services that SK&T offers. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. SK&T reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. Any commitments made by SK&T, and remedies available to You, with respect to the Product(s) are limited to those which are set forth in these Terms and in SK&T's Return Policy, available at: https://www.skandt.com/wp-content/uploads/2021/02/2021-return-policy.pdf, and incorporated into these Terms by reference (the "Return Policy"). Except as set forth in the Return Policy, all purchases are non-refundable and non-returnable. NOTWITHSTANDING THE FOREGOING, SK&T SHALL NOT BE REQUIRED TO HONOR THE RETURN POLICY TO THE EXTENT: (I) ANY PRODUCT DEFECT ARISES BECAUSE YOU FAILED TO FOLLOW SK&T'S ORAL OR WRITTEN INSTRUCTIONS AS TO THE STORAGE, INSTALLATION, USE OR MAINTENANCE OF THE PRODUCT; OR (II) YOU ALTER OR REPAIR, OR ATTEMPT TO ALTER OR REPAIR, THE PRODUCT WITHOUT THE PRIOR WRITTEN CONSENT OF SK&T; OR (III) THE PRODUCTS ARE PAST THEIR RETURN WINDOW.
YOU ASSUME ALL RISK OF USE AND LOSS OF THE PRODUCT(S). SK&T MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCT(S), INCLUDING ANY WARRANTY OF MERCHANTABILITY; WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. UNLESS AND TO THE EXTENT OTHERWISE SPECIFICALLY DESCRIBED ON THE PACKAGING OF THE PRODUCT(S), THE PRODUCT(S) HAVE NOT BEEN EVALUATED OR APPROVED BY ANY GOVERNMENTAL OR REGULATORY AGENCY. THE REMEDIES SET FORTH IN THE RETURN POLICY SHALL BE BE YOUR SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO THE PRODUCT(S).
e. PERMITTED USE; COMPLIANCE WITH LAW. You shall not use the Product(s) for the conduct of, or assistance to the conduct of, activities such as harmful actions against people or unlawful behaviors. You shall comply with all applicable laws, regulations, and ordinances. You shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under these Terms. You must ensure that Product(s) are maintained and operated in accordance with all applicable laws and regulations.
f. NO RESALE. You may only use the Products for your own use. You may not resell or redistribute the Products. SK&T only sells its Products to people in the United States, and cannot send any Products outside the United States. SK&T cannot support any orders outside the United States. You should only buy from SK&T directly - SK&T is not responsible for any Products purchased from third parties, and SK&T does not warrant that those Products work or are safe to use.
g. PROMOTIONS. From time to time, SK&T may offer discounts or promotions (collectively, "Promotions") on its Website. Promotions are subject to modification or termination at any time. Additional terms and conditions may apply to such Promotions, and some Products may be excluded. Promotions offer no cash value, and are not assignable or transferable. SK&T is not responsible for any inability to use any discount, code, or offer in connection with a Promotion. Promotions are void where prohibited or restricted by applicable law.
7. WEBSITE USE.
a. ACCESS. Subject to your complete and ongoing compliance with these Terms, SK&T grants You, solely for Your own personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Website and content solely for Your own non-commercial use.
b. RESTRICTIONS. Except and solely to the extent such a restriction is impermissible under applicable law, You may not, and you may not permit a third party to: (a) reproduce, distribute, sell, license, lease, transfer, publicly display, or publicly perform the Website or any content therein; (b) make modifications or changes to or derivative works of the Website or any content therein; (c) interfere with or circumvent any feature of the Website, including any security or access control mechanism; (d) use the Website or content therein for any competitive purpose; (e) access or attempt to access the Website or content therein except as expressly provided in these Terms; (f) use automated scripts to collect information from or otherwise interact with the Website or content therein; or (g) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Website or content therein. In addition to other prohibitions as set forth in the Terms, You are prohibited from using the Website or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. SK&T reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
c. SUSPENSION. Without limiting SK&T's right to terminate these Terms, SK&T may also suspend Your access to the Website, with or without notice to You, upon any actual, threatened or suspected breach of these Terms or applicable law or upon any other conduct deemed by SK&T, in its sole discretion, to be inappropriate or detrimental to the Website, SK&T, or any other User or third party.
8. OWNERSHIP. SK&T retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights in and to the Website and Products and any data, content, information or code therein, and including in each case any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Website and You are not granted any right or license to use the Website itself, apart from Your ability to access the Website under this Agreement. The SK&T name, logo, and all product and service names associated with the Website or Product(s) are trademarks of SK&T and its licensors and third party providers and You are granted no right or license to use them.
9. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless SK&T and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (i) Your access to or use of the Website or Product(s); (ii) violation of applicable Laws; (iii) Your breach of any representation, warranty, or other provision of these Terms or (iv) Your Content. SK&T will use reasonable efforts to provide You with notice of any such claim or allegation, and SK&T will have the right to participate in the defense of any such claim at its expense.
10. LIMITATIONS OF LIABILITY. SK&T WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE WEBSITE OR PRODUCT(S), EVEN IF SK&T HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT OR SERVICES. SK&T'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $500. YOU AGREE THAT SK&T WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, SK&T'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. DATA PRIVACY. You expressly consent to the use and disclosure of Your personal data and other data and information as described in SK&T's privacy policy, available at https://www.skandt.com/privacy-policy/ (the "Privacy Policy"). Notwithstanding anything in the Privacy Policy, SK&T will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to and use of the Website. To the extent any such non-personally identifiable data or information is collected or generated by SK&T, the data and information will be solely owned by SK&T and may be used by SK&T for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof. If SK&T deidentifies Your Content, it may use and share it in accordance with applicable laws.
12. FEEDBACK. If You provide SK&T any feedback or suggestions regarding the Website or Product(s) ("Feedback"), You hereby assign to SK&T all rights in the Feedback and agree that SK&T shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to You. SK&T will treat any Feedback You provide to SK&T as non-confidential and non-proprietary. You agree that You will not submit to SK&T any information or ideas that You consider to be confidential or proprietary.
13. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under these Terms, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado without regard to the conflict of laws provisions thereof. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to these Terms, including the formation, validity, binding effect, interpretation, performance, breach or termination, of these Terms and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating these Terms (each, a "Dispute"), in accordance with the procedures set forth in this section. If any Dispute cannot be resolved through negotiations between the parties within five days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association ("AAA") then in effect (the "Rules"). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the "Initial Period") after either party to this Terms of Service delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by SK&T in Colorado. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. Subject to this section, each party will bring any action or proceeding arising from or relating to these Terms exclusively in a federal or state court in Colorado and each party irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts.
14. NOTICES. Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to SK&T by postal mail to the address for SK&T listed on the Website. SK&T may provide You with any notices required or allowed under these Terms by sending You an email to any email address You provide to SK&T in connection with Your use of the Website, provided that in the case of any notice applicable both to You and other Users of the Website, SK&T may instead provide such notice by posting on the Website. Notices provided to SK&T will be deemed given when actually received by SK&T. Notice provided to You will be deemed given immediately after posting to the Website or sending via e-mail.
15. LINKED SITES. The Website may contain links to third party sites or content that are not under the control of SK&T. If You access a third party site or content from the Website, then You do so at Your own risk and SK&T is not responsible for any content on any linked site or content.
16. ADDITIONAL TERMS. Any waiver or failure by SK&T to enforce any provision of these Terms on one occasion will not be deemed a waiver by SK&T of any other provision or of such provision on any other occasion. If any provision of these Terms is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to these Terms will be entitled to receive its costs, expert witness fees, and reasonable attorneys' fees, including costs and fees on appeal. Neither these Terms nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of SK&T. Any assignment in violation of the foregoing will be null and void. SK&T may assign these Terms to any party that assumes SK&T's obligations hereunder. The parties hereto are independent parties, not agents, employees of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.
