TERMS AND CONDITIONS
THIS USER AGREEMENT OUTLINES THE TERMS AND CONDITIONS ON WHICH TO-RISE, LLC OFFERS YOU ACCESS TO THEIR SERVICES. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING ANY TO-RISE, LLC SERVICES. If you do not agree to these Terms, you may not access or use any Services provided by To-Rise, LLC.
DATED: December 2018
The Services provided by To-Rise, LLC include the distribution of janitorial supplies to restaurants and other public businesses.
2. CONTRACTUAL RELATIONSHIP AND OBLIGATION
These Terms of Service and Use ("Terms") create a legally binding agreement to govern the use of services (the "Services") by User (“You”), an individual, from within the United States and its territories by TO-RISE, LLC. and its subsidiaries and affiliates (collectively, "To-Rise"). Your use of the Services constitutes your understanding to be bound by these Terms and creates a contractual relationship between you and To-Rise. In these Terms, the words "including" and "include" are used to mean "including, but not limited to." These Terms last updated on the date listed above supersede any prior Terms, agreements, or arrangements with you. To-Rise may immediately and at any time terminate these Terms or any Services, or may terminate offering or deny access to the Services or any portion on Terms, at any time and for any reason.
So long as you are in full compliance with the Terms, To-Rise grants a non-exclusive, non- transferrable, non-licensable, and revocable license to access and use content and information provided and made available by the Services. These rights are revocable at any time and for any reason by To-Rise.
4. RESTRICTIONS ON USE AND LICENSE RIGHTS
You are not permitted to infringe, reproduce, change, amend, or utilize any copyrighted materials to attempt to distribute, license, lease, sell, transfer, display, stream, broadcast or in any way manipulate or abuse the Services. You are further not permitted to engineer, undo, copy and/or imitate, or use any scripts or code to data mine, index, survey, or attempt to burden and obstruct the usage, and functionality of the Services. Furthermore, any unauthorized access to the Services is strictly prohibited.
The Services and all rights and privileges connected with Services are and shall remain the sole property of To-Rise or its respective affiliates or licensors. You acknowledge and agree that these Terms and your use of the Service does not grant you any rights that surpass those of the license granted above. You further acknowledge and agree that any and all
copyrighted and trademarked material of To-Rise and its third-party affiliates belongs to To-Rise solely.
6. THIRD-PARTY PROVIDERS AND SERVICES
7. ESTABLISHMENT OF THE SERVICES
You acknowledge that the Services may be made available by or in connection with chosen Third Parties, which include subsidiaries and affiliates of To-Rise.
8. USER REQUIREMENTS FOR USE OF SERVICES
You must register with To-Rise for an account (“Account”). You understand that such registration is to protect You and To-Rise and you are obligated to keep your records updated with To-Rise to provide the best Service. To-Rise may request personal information to keep the records properly maintained. Such information may include your name, address, age, phone number, e-mail address, employment and employment address, and specific payment method and information of payment method. You may be requested to display your identification to prove ownership of your account and failure to provide such identification may result in a denial of Services. If You fail to keep your account updated with the payment information, the Services may be delayed or denied. You acknowledge and agree that you are responsible for all activity on your account with To- Rise and must maintain such account up to date. Only one account is permitted per individual or company. You acknowledge and agree that in order to utilize the Services, you must be an individual over the age of 18 or an individual over the age of 18 representing a corporation. No Services will be provided to individuals under the age of 18 so you are not permitted to assign your rights or grant usage of Services under your account to anyone under the age of 18.
9. USER CONDUCT
You acknowledge and agree that you will not assign, license, sub-license, or transfer your Account to any other person or entity. You agree to comply with all applicable laws of the State, City, Municipality, Federal, etc. when using the Services, and you may only use the Services for legal purposes. You are not permitted to cause harm, property damage, assault, annoy, etc. any affiliate or Third-party of To-Rise.
10. USER RESPONSIBILY FOR DAMAGE
You acknowledge and accept responsibility for the of any replacement or repair to any Third-Party Servicer resulting in your activities with Third Part on the basis on Services provided. The charges will be made directly from your payment method listed in your Account. The charge will be directly forwarded to Third Party Servicer for repair and is
non-refundable. The charge will only result if To-Rise verifies and confirms that actual damage was made by You.
11. E-MAIL AND TEXT MESSAGE NOTIFICATIONS.
You agree that To-Rise may send you promotional, informational, and any updates that To-Rise seems necessary via e-mail or text message.
12. PAYMENT TERMS
You acknowledge and understand that use of the Services will result in applicable charges for Services that are requested and provided ("Charge"). Charge will incur once you receive the Services requested. You acknowledge and agree that such Charges are non-refundable. Charges will be inclusive of all applicable taxes for the location of provided Services. All Charges are due immediately after Services are provided and payment will be made using the most recent payment method provided in your Account, as outlined above. You acknowledge and agree that Charges may be higher or lower depending on your specific geographical location. Also, you acknowledge and agree that Charges may be significantly higher during times of increased demand. If charges are increased due to demand, To-Rise will use reasonable efforts to inform you of additional Charges that may apply, however you agree to be bound by additional Charges incurred regardless of your awareness of such Charges or amounts.
12A. PROMOTIONAL EFFECT: To-Rise may provide You with promotions that may change the original price of the Charges. You agree not to share the promotions or promotional codes with anyone else as they are granted as per the license Terms above.
12B. GRATUITIES: You acknowledge and agree that you are under no obligation to provide gratuities to Third-party Servicers and all gratuities provided are absolutely voluntary. Issuing or not issuing a gratuity will not impact your Service in any way.
12C. EXTRA CHARGES OR FEES
Late Fee Charge: A 1.2% per month will be made on all invoices NOT paid by the payment terms.
Sunday Premium Charge: A $6.50 will be included on any order place on Saturday for Sunday delivery.
Holiday Service Charge: A $6.50 will be included on any order place for delivery on a holiday.
Service Charge: A $6.50 will be included to any new customer.
After Hours/ Cut off Time: A $12.95 will be included on any order place after our 11:59pm cut off time.
Bounce Check: A $25.00 fee will be added to any check submitted by a customer without any available funds.
Collection fee: A 25% fee will be charged on the entire debt when an unfulfilled payment must be sent to collection.
The Services provided by To-Rise are provided “AS IS” and To-Rise disclaims any and all representations and warranties including implied warranties, express warranties, statutory warranties, and other warranties that may not have been set out in these Terms to include implied warranty of merchantability, and Services fitness for a particular purpose. To-Rise makes no representation and guarantee that Services will be provided, will be without error, and makes no warranty or guarantee as to the safety, dependability, reliability, consistency, quality, availability, accessibility, or sustainability of the Services requested and provided. Additionally, To-Rise does not warrant or guarantee on behalf of Third-Party providers the safety, dependability, reliability, consistency, quality, availability, accessibility, or sustainability of the Services.
14. LIMITATION OF LIABILITY
In no event shall To-Rise or its Servicers be liable concerning any subject matter related to the Terms, regardless of the form of any claim or action whether in contract, negligence, strict liability or otherwise, for any (i) delay or failure matter beyond its reasonable control, (ii) loss or inaccuracy of data loss, loss or interruption of use, or cost of procuring substitute technology, goods and Services, indirect, punitive, incidental, reliance, special, exemplary
or consequential damaging including but not limited to, loss of business, revenues, profits or goodwill, or (iii) damages, in the aggregate, in excess of the Charges paid by You. TO- RISE SHALL NOT BE LIABLE AND RESPONSIBLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR RESULTING FROM ANY USE OF THE SERVICES, EVEN IF TO-RISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TO-RISE’S TOTAL LIABILITY TO YOU FOR SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU. IN NO EVENT SHALL TO-RISE OR ANY OF ITS OFFICERS, EMPLOYEES, DIRECTORS, AFFILIATES, AGENTS OR THIRD-PARTY LICENSORS AND SERVICES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COVER, PUNITIVE, INCIDENTAL OR SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SALES, OR LOST BUSINESS) DIRECTLY OR INDIRECTLY RELATED TO OR ARISING OUT OF THE SITE, OR APPLICATION, CONTENT ON OR SOLD THROUGH THE SITE, OR APPLICATION, OR ANY TRANSACTION ENTERED HEREUNDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF TO- RISE OR ANY OF ITS OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT THE LIABILITY OF TO-RISE, LLC, ITS OFFICERS, EMPLOYEES, AFFILIATES, AND AGENTS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH ANY TRANSACTION ENTERED INTO THROUGH OR IN CONNECTION WITH THE SITE OR APPLICATION SHALL NOT EXCEED THE AMOUNT YOU PAID TO TO-RISE IN CONNECTION WITH THE TRANSACTION GIVING RISE TO SUCH CLAIM.
You agree to indemnify and hold To-Rise and its officers, directors, employees, and agents harmless from any and all claims or liability arising out of or related to Services and breach of these Terms by You and against any and all claims made by or liability to any Third Party Servicers resulting from any acts by To-Rise or Third Party Servicers including all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Use of your Account content; or (iv) your violation of the rights of any third party, including Third Party Servicers.
16. DISPUTE RESOLUTION
You agree that any dispute, claim or controversy relating to these Terms that cannot be settled by good faith negotiation shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. You acknowledge and agree that You and To-Rise are waiving the right to a trial by jury or to participate as a plaintiff or class in a class action or proceeding. The location of the arbitration shall be in New York. The
arbitration shall be conducted by a single arbitrator. The arbitrator shall only hear one claim and claims cannot be consolidated. The decision of the arbitrator shall be legally binding, shall not be subject to appeal, and shall be enforceable in any court of competent jurisdiction. The laws of the State of New York will govern these Terms, as well as any claim that might arise between You and To-Rise without regard to conflict of law provisions. Each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
18. CHOICE OF LAW
These Terms are governed by and construed in accordance with the laws of the State of New York.
You acknowledge and agree that To-Rise may give notices by updating these Terms at any time, via e-mail, text message, or any form of written communication deemed sufficient by To-Rise. Notice shall be deemed provided at the time it is sent out. You may give notice to To-Rise, with such notice deemed given when received by To-Rise, via first class mail to To-Rise, LLC. ATTN: Notice,118-40 Montauk Street, St. Albans, NY 11412.
20. INTEGRATION AND SEVERABILITY
The Terms in addition to any other written agreements You may have entered into with To-Rise regarding specific services, are the entire agreement between You and To-Rise, and supersedes all prior or contemporaneous communications and proposals, whether oral, written or electronic, between You and To-Rise with respect to the Services. Every term of the Terms is intended to be severable. If any provision of the Terms are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.
21. TRANSFERABILITY AND ASSIGNABILITY
Your rights and obligations under the Terms are personal to You, and are not assignable, transferable or sub-licensable by You except with To-Rise’s prior written consent. To-Rise may assign, transfer or delegate any of its rights and obligations hereunder without consent. All other waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided herein. Any purported assignment in violation of this section shall be void.
22. LIMITED RELATIONSHIP
No joint venture, partnership, employment, or agency relationship exists between You, To- Rise or any Third-Party Servicer as a result of the Terms or use of the Services. Additionally, neither party has any authority of any kind to bind the other in any respect. References to business “partners” in connection with To-Rise’s operations refer to organizations with which To-Rise has business relationships and do not imply formal legal partnerships.
23. USE OF INFORMATION
To-Rise reserves the right to take reasonably necessary or appropriate steps to enforce and verify compliance with any part of the Terms. You acknowledge and agree that To-Rise has the right, without liability to disclose any account information to authorities, government officials, and third parties, as To-Rise believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of the Terms.
24. CHANGES IN SERVICE
Notwithstanding any other provision of the Terms, To-Rise and its affiliates reserve the right to change, suspend, remove, limit, or disable access to any products, contents, or services owned by To-Rise, at any time without notice. In no event will To-Rise be liable for making these changes.
If any provision of the Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. A failure by To-Rise to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless prior acknowledged and agreed to by To-Rise in writing.