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SanSpot Purchase Terms & Conditions

TERMS & CONDITIONS

BY VISITING, BROWSING, SHOPPING, ACCESSING, OR OTHERWISE USING THIS SITE, OPERATED BY ZIBIZ CORPORATION dba SANSPOT, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

The terms and conditions of product sales and service are limited to those contained herein. Any additional or different terms or conditions in any form delivered by you ("customer"), including the terms and conditions set forth on any purchase order issued by Buyer, are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. By accepting delivery of the products or by engaging SanSpot, 125 Kennedy Drive, Suite 500 Hauppauge, NY 11788 ("seller") to provide products or perform or procure any services, customer agrees to be bound by and accepts these terms and conditions unless customer and seller have signed a separate agreement, in which case the separate agreement will govern. You agree and represent that you are buying products and services only for your internal use and not for resale or export.

SANSPOT & SANSPOT.COM ORDERS

The fastest and most convenient order placement method is to order directly through our website, as online orders go through faster processing and shipment. For security reasons, we are not able to take orders and credit card information over the phone. Select orders will require electronic completion of the Sales Order Confirmation Form and acceptance of these terms and conditions.

For ordering with Purchase Orders, please contact SanSpot sales team at (800)-720-3860 for pre-approval of credit terms and limit. Once pre-approved, Purchase Orders are accepted via e-mail to [email protected]. If you do not receive confirmation within 1 business day, please contact our sales team.

SanSpot reserves the right to cancel any order without notice and or any reason.

Product Images & Dimensions on SanSpot.com

All Images (SanSpot.com or emailed) are for illustrative purposes only and may not accurately represent the actual item described or for sale. All dimensions are approximate.

OptoSpan Products Sales

OptoSpan products listed on SanSpot.com are only available for sale to End-User customers, integrators, and authorized resellers/distributors only.

No unauthorized resellers or distributors are permitted to represent OptoSpan, sell OptoSpan products, or bid on OptoSpan products without express written consent from SanSpot.

SanSpot will only provide support and honor warranties for OptoSpan products sold by distributors/resellers authorized to sell OptoSpan products.

Custom and Special-Order Items.

We understand that standard products listed on SanSpot.com may not always meet customer requirements. For these special situations, SanSpot engineers can assist in custom design and development of certain product lines. These include:

  1. Custom Fiber Optic Cable configurations.
  2. Custom Fiber Optic Transceivers.
  3. Custom Fiber Optic Panels, Cassettes and Adapter Panels.

For Custom and Special-Order Items, a pre-payment is required, and buyer’s credit card will be charged in advance of order processing.

Reseller/Distributor Sales

All distributors or resellers must send inquiries to [email protected] for quotes, authorization to sell, or to request additional information.

Resellers/Distributors may qualify for discounted pricing, if approved. In order to qualify for discounted pricing, a fully completed “SanSpot Deal Registration Form” and a deal size of $2,500 are required.

Order Cancellation

Without specific and written authorization, all fully or partially processed orders are deemed Non-Cancelable once placed and processed.

Pricing

Prices will be as published on SanSpot.com or as stated in seller's quote. If no period is specified, quoted prices will be applicable for thirty (30) days.

All pricing is subject to change without notice as all prices, product descriptions, and availability can change due to changing market conditions, product discontinuation, manufacturer price changes, errors in advertisements, and other extenuating circumstances. While we use reasonable efforts to capture up to date and accurate information on the website (SanSpot.com), we assume no liability or responsibility for any errors or omissions in the content on its website.

All orders are subject to Product availability and the availability of Personnel to perform the Services. Therefore, Seller cannot guarantee fulfillment of Customer’s orders.

Acceptance

By purchasing and receipt of products and/or services from SanSpot.com and by placing an order directly from SanSpot, you agree to be bound by and to accept this Agreement. Orders are not binding upon SanSpot until accepted by SanSpot. Minimum Order Quantity may apply to select products. We reserve the right to refuse service and/or products to anyone. SanSpot will indicate its acceptance of an order by acknowledging your order by reply email or by shipping the ordered items to you.

BILLING/INVOICING & PAYMENTS

All transactions must be in US Dollar.

Purchase orders are only accepted from pre-approved organizations. We do not accept any purchase orders under $1000 from non-government organizations. A service fee maybe applied for processing purchase orders under this amount.

International Orders

Prepayment is required for all orders originating outside the U.S., either via Wire Transfer (Please contact us for Wire Transfer Information) or a Credit Card. A $35 charge is applied to international Wire Transfers to cover bank fees.

In order to prevent Credit Card fraud, all international orders are subject to additional review. You may be asked to provide additional information or documentation.

Please note that SanSpot will NOT accept any Returns or Exchanges for items shipped to International addresses.

International orders may be subject to any applicable Custom duties, VAT, and local taxes in the country of destination, all of which are the responsibility of the customer placing the order.

Payment Options

Credit Cards (Visa, Mastercard, American Express)

Wire Transfers

ACH Payments

Purchase Orders (Pre-Approval Required) - $1000 minimum order

Purchase Orders Terms

Purchase Order payments that are past due are subject to a late fee of 3% per month on the unpaid balance. SanSpot reserves the right in its sole discretion, to reject purchase orders or withhold shipment of orders if customer’s account is in arrears. Customer is responsible to SanSpot for all reasonable attorney fees, court costs, and/or collection agency fees should the customer default on payment.

Credit Cards Terms

All credit card purchases are subject to the following conditions:

In-Stock & Back-ordered Standard Items: Customer credit card will not be charged until order is released to shipping.

Special & Custom Order Items: Full pre-payment is required at the time of ordering, and buyer’s credit card will be charged in advance of order processing.

Due to new processing rules enacted by the Credit Card issuers, SanSpot is required to complete credit card processing of all orders within 30 days. In case, your order is not able to ship within the 30 days of order placement, SanSpot will charge your credit card for the full sale amount between 25th and 30th day from order placement.

As a security precaution, initial orders and orders shipping to alternate addresses may be held for extended verification.

Invoicing

SanSpot will provide/submit invoices electronically or via E-mail only. Printed invoices required to be sent via mail will incur additional charges.

Taxes

Prices do not include any sales, use, excise, or other taxes or assessments imposed or levied presently or in the future by or under the authority of any federal, state, or local law, rule, or regulation. Such taxes or assessments applicable by law are the responsibility of the Customer, and a separate charge for these taxes will be shown on the invoice where applicable.

Customer will pay for, and will indemnify and hold Seller and its Affiliates harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state, or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of, or otherwise associated with Products or the Services.

Customer must claim any exemption from such taxes, fees, or charges at the time of purchase (before order processing) and provide SanSpot with the necessary supporting documentation. If you have any questions, please e-mail to [email protected] and confirm the tax-exempt status before order placement.

Once the order has been processed or shipped, SanSpot will not honor any requests for tax refunds. All requests for tax refunds must be made directly to the appropriate government authorities

Late Payments

For payments that are more than 5 days late, the customer agrees to pay a $150 Fixed Late Payment Collection Fee, plus the interest on all past-due sums at the rate of 3 percent (3%) per month.

In the event of a payment default, Customer will be responsible for all of Seller’s costs of collection, including, but not limited to, court costs, filing fees, and attorneys’ fees. In addition, if payments are not received as described above, Seller reserves the right to suspend product shipments and services until payment is received.

SHIPPING & DELIVERY

Orders placed on SanSpot.com for in stock items before 2pm EST can generally be shipped the same or the next business day.

Orders received on weekends or holidays are processed on the next business day. Acknowledged shipping dates are estimates only and are based upon timely receipt of all requisite information from the customer. The seller will not be held liable for late delivery, performance, or completion and will not file claims to shipping carrier on behalf of the customer (including due to delivery delays by freight carrier). We will make commercially reasonable effort to ship the order in a timely manner by the shipping date.

Shipping Address Policy

PLEASE MAKE SURE YOUR SHIPPING ADDRESS IS CORRECT BEFORE SUBMITTING THE ORDER!

SanSpot is not responsible for packages that are delivered to a wrong address due to an incorrect or incomplete shipping address provided by the customer.

The customer is also responsible for making sure that the shipping address entered is a secure address. SanSpot is not responsible for lost or missing packages after successful delivery.

Refunds or exchanges will not be issued on the basis of an incorrect address.

Shipping Address Correction (if available)

Once the package has departed our dock and is with the carrier, the address correction fee is $50. This fee must be paid in advance with a credit card prior to us submitting a rerouting request to the carrier. There is no charge for address correction if the shipment has not yet left our dock.

Orders within the Continental United States (U.S.A.)

All SanSpot.com orders are shipped by Federal Express (FedEx). All Shipping & Handling Charges are Non-Refundable.

Urgent and Immediate Need Shipments

All in-stock items ship within 1-2 business days. SanSpot.com’s published stock levels may not show the accurate current stock level. If you need an item shipped immediately, please contact our sales team before placing an order. They will confirm the stock and arrange for your items to be shipped the same day, if possible.

Shipment Method for Shipment destined Outside NY Metro Area

For OptoSpan products, we strongly recommend FedEx 2-day or better air shipments. Due to the fragile nature of the fiber optic products, Ground shipment destined for areas out of the NYC metropolitan area are not advised. As Ground shipments are transferred several times from truck to truck, there is a much greater risk of damage. Customers assume the risk and loss (100% liability) of Ground shipments destined outside the NYC metropolitan area.

The only carrier used for all SanSpot.com shipments is FedEx. We do not ship SanSpot orders using UPS, DHL, or USPS, including customer-provided accounts for these carriers.

Shipment Method for International Shipments, Hawaii & Alaska

SanSpot will only use FedEx Air (Priority or Economy) method for shipments to Alaska, Hawaii, and international destinations. SanSpot.com orders submitted with Ground shipping to these destinations will not be processed and may result in delays.

Shipments Using Customer Appointed Carrier Accounts

Note: Customer is responsible for packaging, handling and insurance charges for all shipments using Customer Appointed Carrier Accounts.

By default, SanSpot will insure all shipments using Customer Appointed Carrier Accounts. If the customer would like SanSpot not to insure the shipment, a written notification must be provided at the time of the order. This notification must be provided in the comments field during ordering (for online orders) or via email to [email protected] along with a reference to your SanSpot Order Number.

For all shipments using the customer appointed carrier accounts, it is the customer’s responsibility to coordinate and arrange with their carrier for pickup of shipment from SanSpot dock between the hours of 9am – 12pm and 2pm – 5pm.  Customer must provide Bill of Lading and any required labels, in advance.

On customer request (ex. by customer providing the account number), SanSpot may choose to use its resources to coordinate with the carrier and make arrangement for shipment pickup using customer account.  SanSpot will provide this service as a best-efforts support to the customer.  In any case, SanSpot may not be held responsible for any errors or shipment overcharges to the customer account.  Shipment tracking and coordination with the carrier remains a customer responsibility.

For all shipments using the customer appointed carrier accounts, any current or future charges levied by the customer-appointed carrier on SanSpot must be reimbursed or paid using the same original payment method used in the transaction.

For Domestic and International shipments using customer-appointed carrier accounts, all liability and risk transfers to the customer upon pickup from the dock.

For International shipments using customer-appointed carrier accounts or carriers, we only provide purchase invoice and packaging list. Any additional documentation, form-filling (including air-way bills), or coordination may result in additional charges. Customer agrees to reimburse and pay for these charges using the same original payment method used in the transaction.

Shipments to Residential, Hotel or Third-Party addresses

Due to higher costs related to residential and hotel deliveries, all shipments to residential addresses will incur a $5.00/package surcharge (A customer service representative will contact you).

For residential, hotel or third-party addresses (including freight forwarders and other intermediatory companies), the customer assumes all liability and risks to shipment after it leaves SanSpot dock.

International Shipments

By placing an order destined to an international address, you agree to pay any duties, taxes, import/export, or other related fees levied by the government authorities or the shipping companies. In case you do not pay these fees in a timely manner, these charges may be paid by SanSpot on your behalf.

Customer agrees to reimburse and pay for these charges, plus an additional 15% fees, using the same original payment method used in the transaction.

Damaged Shipments

In case a shipment or package is damaged, the receiver must note the damage of each and every damaged item on the carrier's delivery record in order for SanSpot to file a damage claim. Save the contents, original box, and packaging, and notify SanSpot immediately to arrange for a carrier inspection and a pick-up of damaged merchandise. All damage must be reported by calling SanSpot at (800)-720-3860 AND submitting pictures of damaged shipment via email to [email protected]. If the Customer does not notify SanSpot of damaged goods within the first 7 days of delivery, SanSpot’s standard return policy will override any claim of damage and will fall under all current manufacturer restrictions.

Undeliverable or Rejected Shipments

If a shipment is returned as undeliverable by the shipping company or if the customer refuses the delivery for any reason without prior written authorization by SanSpot, the customer will be charged for re-shipment to same or different address.

The re-shipment fees will include, an additional outbound shipping fee, a return/inbound shipment fee and a $15 per package/box processing/repackaging fee.

Customer agrees to reimburse and pay for these fees using the same original payment method used in the transaction..

Shipping Discrepancy

All discrepancies in shipments must be reported within 5 business days of delivery of the order, else all orders will be deemed as complete. Any quantity or product variances reported after five days will not be replaced/credited irrespective of circumstances.

Partial Shipments

We reserve the right to make partial shipments, which will not relieve you of your obligation to pay for the remaining deliveries. If you would like your order shipped complete in one shipment, please inform SanSpot upon placing the order.

Title/Risk of loss

All items purchased from Sanspot.com are made pursuant to a shipment contract. Buyer assumes all risk of loss in shipping and all liability for loss or damage, whether direct, indirect, consequential, or otherwise, due to delays once the products have been delivered to the carrier. Title to products and risk of loss pass to Buyer upon shipment from the Seller’s warehouse.

Risk of loss and title of goods lost or damaged during transit (shipping) by a carrier selected by Customer is the responsibility of the Customer. Risk of loss and title for such items passes to you upon our delivery to the carrier.

Loss or damage that occurs during shipping by a carrier selected by SanSpot is responsibility of SanSpot.

RETURNS & EXCHANGES

Please note that returns and exchanges of items are only possible within the Continental United States. Items shipped to international addresses will not be accepted for Returns or Exchanges.

Without specific and written authorization, all SanSpot orders are deemed Non-Cancelable and Non-Returnable (once processed), except for returns under warranty resulting from manufacturer defects.

Select OptoSpan branded items may be eligible for return or exchange at sole discretion of SanSpot. For specifics of OptoSpan product return and exchange, see information in below paragraphs.

OptoSpan Branded Products Only:

At its sole discretion, SanSpot offers a 15-day return policy on select OptoSpan branded products that are available in-stock. In-stock OptoSpan products in original sealed packaging and saleable condition may be returned for a store credit of full amount or a refund subject to 35% restocking fee. Buyer shall be responsible for any shipping costs on returns. Returned product must be unopened and must include all original instructions, test reports, and packaging within the original box.

Limited OptoSpan items with open original packaging may be returned and will be subject to a restocking fee of up-to 50%. Such items must be in original and saleable condition (including test reports and original packaging and no product markings). If test reports are missing, Customer will be assessed the cost of re-testing the Product and/or recreating the documentation.

Out-of-box items that are non-conforming or deemed defective can only be replaced for the same exact product.

Money Back Guarantee on OptoSpan end-to-end solutions

For any end-to-end product or solution that is formally proposed by our engineering and that does not work in the exact provided application, we will work with you to provide a replacement or an exchange. In the event the replacement does not work in your application, we will provide a refund. For assistance in determining the correct product configuration or part number, please contact us to discuss your project with engineering before placing the order.

Special order and custom order items (including custom lengths and configurations) that are not previously stocked as finished products are not returnable unless deemed defective. Specifically, these include special order cable assemblies, custom orders, non-standard products, AND products requiring assembly or change in configuration prior to shipping (not stocked as finished goods).

Obtaining RMA

For all qualified product returns, a valid Return Material Authorization (RMA) number is required. RMA can be for exchange, credit, or refund at the sole discretion of SanSpot. Returning items must be shipped prepaid.

To request an RMA Number, contact Customer Service at [email protected]. For faster service, please provide the following information:

  • Customer name
  • Invoice or order number
  • Item Description / Part No#
  • Item serial number(s)
  • Product pictures, including packaging
  • The number of items being returned
  • Whether the product box has been opened
  • Nature of the problem

Authorized RMA numbers are valid for 7 business days from the date of issuance, so item(s) being returned must be received by SanSpot within 7 business days from the date an RMA number is issued. For any items returned without a valid RMA number, you will be responsible for additional charges incurred by SanSpot in locating and processing the return package and NO REFUND will be issued for the returned items.

All credits issued from RMAs must be used within one calendar year of issue.

Packaging Your Return:

  • The RMA number must be clearly visible on the outside of the return packaging for it to be considered received.
  • All returned or exchanged items must be returned in original condition as originally shipped. Item(s) must be returned in their original box/packaging complete with all the test reports, manuals, accessories, and original packaging. Returned items must be free of any markings, stickers, etc. on the product or product packaging. Returned items that are not in original condition will be subject to additional charges above and beyond the restocking fee.
  • The return shipping (from customer to SanSpot /Manufacturer) is always the responsibility of the customer. Return package must be shipped prepaid and adequately packaged, SanSpot will not issue credit for returned item(s) that arrives damaged due to mishandling in transit, improper packaging, or inadequate packaging. We recommend that you insure the return package, as you are responsible for risk of loss on all returned packages.
  • Refunds (if any) on returned items will be issued in the same payment form tendered at the time of purchase. If payment was made by credit card, a credit will be made back to your account upon product return. Please allow 15–30 days for a credit to appear on your credit card statement. If payment was made by check, the refund check will be issued after 15–30 days from the date of return.

Return Ship to Address:

Attn: Returns Dept. / RMA # ____

SanSpot

125 Kennedy Drive, Suite 500

Hauppauge, NY 11788

Items Returned without an RMA number

For any items or shipments returned without a valid RMA number, NO REFUND will be issued for the returned items. In addition, customer agrees to reimburse SanSpot for any time and materials for locating, return shipping, and administering the returned item(s). Customer agrees to pay for these charges using the same original payment method used in the transaction.

LIMITED WARRANTY

Customer understands that Seller is not the manufacturer of the Products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not Seller or its Affiliates. In purchasing the Products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the Products that may be provided by Seller or its Affiliates.

SANSPOT PROVIDES NO SEPARATE WARRANTY, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SANSPOT EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS REGARDING ANY PRODUCTS SOLD TO YOU, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

The disclaimer contained in this paragraph does not affect the terms of any manufacturer's warranty. Customer expressly waives any claim that it may have against Seller or its Affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret, or other intellectual property rights (each a “Claim”) with respect to any Product, and also waives any right to indemnification from Seller or its Affiliates against any such Claim made against Customer by a third party. Customer acknowledges that no employee of Seller or its Affiliates is authorized to make any representation or warranty on behalf of Seller or any of its Affiliates that is not in this Document. Seller will not be responsible for and no liability shall result to Seller or any of its Affiliates for any delays in delivery or in performance which result from any circumstances beyond Seller’s reasonable control, including, but not limited to, Product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, embargo, acts of God, or acts or laws of any government or agency. Any shipping dates or completion dates provided by Seller or any purported deadlines contained in any document are estimates only.

For any OptoSpan products, warranty coverage will not apply in the event the serial number or brand-name has been removed, altered or defaced. SanSpot shall not be held liable for any costs associated with the access, testing, installation and/or removal of any product purchased from us at any time, or transportation of the products to SanSpot and back to the buyer. SanSpot does not warrant these products, or any repaired or replacement parts, against normal wear and tear or normal environmental degradation.

For additional warranty coverage on OptoSpan products, Extended Warranty option may be available for purchase.

SANSPOT.COM WEBSITE USE

Access, Interference, and Linking

SanSpot grants you a limited license to access and make personal use of the Site and not to download (other than page caching) or modify it, or any portion of it, except as provided below under "Use Restrictions," or with express written consent of SanSpot.

The following activity on the Site is expressly prohibited: Any non-personal or commercial use of any robot, spider, other automatic device, or manual process to monitor or copy portions of the Site or the content contained therein without prior written permission by SanSpot; collection or use of any product listings, descriptions, or prices, from the Site for the benefit of another merchant that supplies products competitive with or comparable to those offered on the Site; and any use of, visits to, or other action that imposes an unreasonable or disproportionately large load on the Site, or otherwise interferes with its proper and timely functioning.

Any unauthorized use terminates the license granted by SanSpot.

You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the Home page of the Site so long as the link does not portray SanSpot, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any SanSpot logo or other proprietary graphic or trademark as part of the link without express written permission.

Use Restrictions

The copyright in all material provided on this Site is held by SanSpot or by the original creator of the material. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of SanSpot or the copyright owner. Permission is granted to display, copy, distribute, and download the materials on this Site for personal, non-commercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission automatically terminates if you breach any of these terms and conditions. Upon termination, you must immediately destroy any downloaded or printed materials. You also may not, without SanSpot's prior written permission, "mirror" any material contained on this Site on any other server. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, laws of privacy and publicity, and communications regulations and statutes.

All trademarks and registered trademarks are the sole property of their respective owners. Photographs are a courtesy of respective manufacturers.

FORCE MAJEURE

SanSpot (“the Seller’) will exercise reasonable efforts to fulfill all orders according to the agreed schedule(s); however, we shall not be responsible for any failure to perform or delay in performing which is directly or indirectly due to unavailability of materials or transportation facilities, any governmental regulation or requirement, act of God, war, sabotage, riots, embargo, fire, flood, strike or other labor dispute, or any other unforeseen circumstances or causes beyond our control. In the event of such delays, delivery date(s) will be extended for such length of time as may be reasonably necessary to compensate for the delay.

PRIVACY POLICY

SanSpot acknowledges your right to privacy. SanSpot Inc. does not sell, distribute, or share any of your personal information with third parties outside of our organization, other than as necessary to accomplish your request: example, to fulfill your order.

The information provided is only used for responding to inquiries and enhancing the functionality and content of our site. As a SanSpot Inc. customer, you may occasionally receive e-mail updates about new products, services, and special offers we believe would be beneficial to you. We hope you'll find these updates informative. Should you prefer not to receive them, you can unsubscribe at any time by following the unsubscribe procedure described in the e-mail.

Our Privacy Policy may change from time to time. All such updates will be published on this page.

CONFIDENTIALITY

The contents of these Terms and Conditions and all product and services information provided on the attached Sales Order, including, without limitation, product and services specifications and pricing, is confidential information and is for the internal use of the party to whom it is addressed. Disclosure of all or any portion of such information to any third party or use of such information for any purpose other than evaluating the purchase of products or services offered by Seller is strictly prohibited.

GOVERNING LAW

These terms and conditions, the services hereunder, and any sale of products hereunder will be governed by the laws of the state of New York, without regard to conflicts of laws rules. Any arbitration, enforcement of an arbitration or litigation will be brought exclusively in Suffolk County, New York, and customer consents to the jurisdiction of the federal and state courts located therein, submits to the jurisdiction thereof, and waives the right to change venue. Customer further consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions more than one (1) year after the cause of action has arisen. The rights and remedies provided Seller under these Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.

LIMITATION OF LIABILITY

Under no circumstances and notwithstanding the failure of essential purpose of any remedy set forth herein, will seller, its affiliates or its or their suppliers, subcontractors, or agents be liable for: (a) any incidental, indirect, special, punitive or consequential damages including but not limited to, loss of profits, business, revenues, or savings, even if seller has been advised of the possibilities of such damages or if such damages are otherwise foreseeable, in each case, whether a claim for any such liability is premised upon breach of contract, warranty, negligence, strict liability, or other theory of liability; (b) any claims, demands, or actions against customer by any third party; (c) any loss or claim arising out of or in connection with customer's implementation of any conclusions or recommendations by seller or its affiliates based on, resulting from, arising out of, or otherwise related to the products or services; or (d) any unavailability of the product for use or any lost, damaged, or corrupted data or software. In the event of any liability incurred by seller or any of its affiliates, the entire liability of seller and its affiliates for damages from any cause whatsoever will not exceed the lesser of: (a) the dollar amount paid by customer for the product(s) giving rise to the claim or the specific services giving rise to the claim; or (b) $25,000.00.

ARBITRATION

Any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether preexisting, present, or future, and including, but not limited to, statutory, common law, intentional tort, and equitable claims) arising from or relating to the Products, the Services, the interpretation or application of these Terms and Conditions, termination or validity thereof, the relationships which result from these Terms and Conditions (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or Seller's or any of its Affiliates' advertising or marketing (collectively, a “Claim”), WILL BE RESOLVED, UPON THE ELECTION OF ANY OF SELLER, CUSTOMER, OR THE THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association. If arbitration is chosen by any party with respect to a Claim, neither Seller nor Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties involved. Further, Customer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. The arbitration will take place exclusively in Suffolk County, New York. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party involved will bear its own cost of any legal representation, discovery, or research required to complete arbitration. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to Seller arising out of the Products or Services will be exclusively litigated in court rather than through arbitration.

MISCELLANEOUS

Seller may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products or the performance of Services or assign the right to receive payments, without Customer's consent. Customer may not assign these Terms and Conditions, or any of its rights or obligations herein without the prior written consent of Seller. Subject to the restrictions in assignment contained herein, these Terms and Conditions will be binding on and inure to the benefit of the parties hereto and their successors and assigns. No provision of these Terms will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. The relationship between Seller and Customer is that of independent contractors and not that of employer/employee, partnership or joint venture. If any term or condition of this document is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the whole of these Terms and Conditions.

ENTIRE AGREEMENT

Any attempt to alter, supplement, or amend this document or to enter an order for product(s), which is subject to additional or altered terms and conditions, will be null and void, unless otherwise agreed to in a written agreement signed by both you and SanSpot.