Terms and Conditions - Arden Branch

Terms & Conditions
The following Terms & Conditions of Arden Branch, a division of RSA Seating, LLC (“RSA Seating”) shall apply to all transactions between any purchaser (“Purchaser”) and RSA Seating for any products and/or items offered for public sale on the Arden Branch website (the “Website,” currently located at www.ardenbranch.com) now or at any time in the future. These Terms & Conditions shall be amended from time to time by RSA Seating without advance notice to Purchaser. By placing an order (“Order”) for any product and/or item (“Item”) available for public sale on RSA Seating’s website, or upon placement of any Order for reupholstery services, Purchaser agrees to the Terms & Conditions included herein.

Order Scheduling and Payment Terms
RSA Seating accepts Mastercard, Visa, Discover, and American Express credit cards as methods of payment for any Order placed through the Website. Financing is also available. For phone, email and in-person orders, RSA seating accepts payment by cash, check, electronic check, wire transfer and the above-listed credit cards. If a credit card is used for a phone, email or in-person order, a 3.5% credit card processing fee shall be applied at time of invoicing. If payment is made after time of shipment and invoicing, RSA Seating reserves the right to charge a service fee of 4% upon receipt of payment.

Pricing
All prices are subject to change without notice. All prices are listed in US dollars.

Estimates & Quotes
All estimates & quotes issued by RSA Seating to any potential purchaser shall be valid for 30 days from the date such estimate or quote is issued, unless otherwise noted in writing by a representative of RSA Seating.

Purchase Orders
All purchase orders must be submitted in writing via mail or e-mail. Each purchase order must be on letterhead and bear the buyer’s name. A verification of approval is necessary. Dealers are responsible for providing the verification of approval, signing and returning it to RSA Seating by email at billing@rsaseating.com. Please note that any estimated lead time shall not begin until after all approvals and deposits are received.

Samples
As a producer of custom furniture, RSA Seating endeavors to help potential purchasers identify their particular needs prior to placing an order. We encourage the use of samples (available on the Website) where possible prior to placing an order, to assist with any purchaser’s design planning process and ensure conformity with applicable requirements prior to ordering in larger quantities. Customers are responsible for ensuring any order of a sample is sufficient in size, color, quantity or another requirement to inform a final order.

Matching Orders
When matching a previous shipment, a purchaser must provide detailed information in any matching request (“Matching Request”), including: (1) RSA Seating’s original invoice number and (2) and approximate original shipment date. Some necessary materials may no longer be available. If matching a previous order is impossible due to unavailable materials or for any other reason, RSA Seating will notify the customer.

Product Specifications
Designs & specifications are subject to change without notice. All weights are approximate. Dimension & drawings are nominal. Standard colors & finishes are subject to change without notice.

Wood is a natural resource; therefore, wooden items may vary in color, texture, and grain. Wood characteristics naturally occurring such as variations in color, grain, mineral streaks, pinholes and knots are not considered defects. Such variations may result in wood stained by various products differing in appearance from other wood stained with the same products.

Clear coat metal finishes show the imperfections of the metal underneath. This can vary from very blemished to clean. If ordering brass or silver weld chairs, the welds can be very large and imperfect.

Solid stone tops/materials are susceptible to staining. All spills should be wiped immediately. These tops can chip if placed closely together.

Order Changes
A Purchaser who wishes to modify any Order should notify RSA Seating as soon as possible. Some requests for order modification will not be possible due to resource availability. Should circumstances generate a request to change an Order during production, RSA Seating reserves the right to require prepayment of a substantial service charge to continue production of the Order. Should Purchaser decline to prepay such a service charge, Purchaser understands and agrees that the RSA shall not cancel an Order any later than 24 hours following receipt of initial payment as articulated below. RSA Seating shall not be responsible for any fees or penalties that may result from late order cancelation. Purchaser shall be responsible for all costs and expenses incurred in processing and/or resolving any order cancellation or modification made more than 24 hours following initial payment. Any attempt to cancel an order more than 24 hours following receipt of initial payment may not be possible. In the event that an order cannot be canceled or modified, Purchaser shall remain responsible for the full amount due pursuant to the Order.

Storage Fees
Completed orders that require a delay in shipment of 14 days or longer will be subject to variable storage fees of up to 10% of the order total per week.

Cancellations
Completed orders that require a delay in shipment of 14 days or longer will be subject to variable storage fees of up to 10% of the order total per week.

California Proposition 65
California’s Proposition 65 entitles California consumers to special warnings for certain products that contain chemicals above certain threshold levels.

The general Proposition 65 notice is as follows: WARNING: This product contains chemicals known to the State of California to cause cancer and birth defects or other reproductive harm.

Proposition 65 notice for wood products is as follows: WARNING: Drilling, sawing, sanding or machining wood products generates wood dust, a substance known to the State of California to cause cancer. Use a respirator or other safeguards to avoid inhaling wood dust.

Incomplete and/or Damaged Shipment(s)
Purchaser understands and acknowledges that it is Purchaser’s sole and exclusive obligation to inspect all cartons thoroughly immediately upon delivery. Purchaser understands and acknowledges that it must note any shortage of cartons or Items on its delivery receipt prior to accepting delivery from the applicable freight company. Purchaser understands and acknowledges that any delivery requirements, including but not limited to narrow entrances and other structural limitations, must be communicated to RSA Seating prior to payment. RSA Seating is not responsible for any inability to deliver and/or install ordered items as a result of Purchaser’s failure to disclose critical limitations, relevant dimensions, and construction of the applicable space. Purchaser understands and acknowledges that it must also note any observed damage to shipped items prior to accepting delivery from the applicable freight company. RSA Seating affirms that it inspects each Item prior to shipment and notes the number of Items/ pieces shipped on the bill of lading for each order. RSA Seating expressly disclaims any liability for damaged, incorrect, or incomplete order deliveries reported more than 48 hours following delivery. RSA Seating also expressly disclaims any liability for any reported damages, and for incorrect or incomplete deliveries, unless Purchaser provides photographic evidence of any observed damages to RSA Seating within 48 hours following delivery. RSA Seating is not responsible for replacement of any Items not received by the Purchaser until a freight claim has been issued & approved by the freight company. If any potential freight claim should arise with Purchaser’s designated carriers, the Purchaser is responsible for filling freight claims. If the Purchaser desires items earlier than it can secure a freight claim from the freight company, any Items claimed to be missing shall be initially replaced at the Purchaser’s expense. Upon receipt of an approved freight claim, RSA Seating shall reimburse Purchaser for said replacement expenses. In the case of concealed damages, the Purchaser is responsible for contacting RSA Seating upon discovery of the damage or shortage of goods. RSA Seating expressly disclaims any responsibility or liability for any concealed damage claims. For more detailed information regarding how to properly accept freight shipments, click here. Purchaser understands and agrees that RSA Seating disclaims any liability or responsibility for items refused and/or not delivered per customer request. In any such event, RSA Seating reserves the right to immediately return any purchased Items to their respective manufacturers. If Purchaser cannot accept delivery as scheduled, RSA Seating shall return any refused items to the manufacturer, which will result in substantial fees to Purchaser in addition to the full amount due for the Order, for which Purchaser shall be solely responsible, and which cannot be accurately estimated by RSA Seating in advance. Such fees may be assessed to cover, among other things: storage, re-delivery, return freight. Purchaser understands and agrees that, while some products may require minimal assembly by the Purchaser, RSA Seating is not responsible for any damages to its products caused by improper assembly and/or acts taken in contradiction to any instructions provided by RSA Seating. Purchaser understands and agrees that, because RSA Seating is a producer of furniture for commercial use, it shall be required to provide the following information prior to acceptance of any Order: Business Name, Business Address, certification that the order is being placed by a licensed business entity. RSA disclaims any liability for damage to personal, residential, commercial or other property resulting from Purchaser’s use of any purchased products. RSA Seating further disclaims any and all liability for damage to personal, residential, commercial or other property resulting from any other person’s use of any purchased products.

Residential customers, non-commercial business, churches and other residential living facilities, communities and group living homes shall be responsible for additional shipping costs. RSA Seating expressly disclaims all warranties for any order placed by a residential customer. Any such order shall immediately void all warranties made herein.

Unique Purchaser Requirements
Purchaser may have certain requirements pertaining to its design objectives. RSA Seating is pleased to make floor plan recommendations and advice as to design, however, Purchaser bears the ultimate responsibility to ensure that ordered items comport with applicable requirements and limitations. RSA Seating will not refund any Order nor take delivery of any Order made in response to a design recommendation provided by RSA Seating. Any such recommendations offered by RSA are understood by Purchaser to be estimates and recommendations only. Custom booths and other custom items require customer confirmation (“Order Confirmation”) on any applicable order confirmation as to the sizes, finish, materials and other specifications thereof. Such items shall be shipped as indicated on the Order Confirmation. Should Purchaser later discover any deviation of its Order from the Order Confirmation, RSA shall not be liable for any repair, replacement or refund. Purchaser understands and agrees that any deviations between recommendations made by RSA and those reflected on a final Order Confirmation are not the responsibility of RSA Seating and that an Order Confirmation made by Purchaser shall have the effect of Purchaser’s agreement that the Items on the Order are accurate. In the event of a conflict between any terms in the Order and any terms in the Order Confirmation, the Order Confirmation terms shall control. All customers must provide material specifications to RSA Seating to ensure they are reflected in the design and manufacture of any item. Such detail is necessary to estimate quantity of material needed for each item.

Backorders
RSA Seating will notify customers of backordered items. Customers will have the option to cancel backordered items if they will delay the shipping of an in-house order. If customers choose to have items ship upon arrival, the items will be shipped at customer’s expense.

Returns
Purchaser understands and agrees that RSA Seating, as a producer of custom furniture, cannot generally take returns of items ordered. No merchandise can be returned without RSA Seating’s written return authorization. If return authorization is granted, the authorization number must be shown on the outside of the carton. A copy of the related invoice must be included & returned within 30 days of the date of the related invoice. Return authorizations will not be issued after 30 days from the original date of invoice. Merchandise must be shipped prepaid in new & unused condition, not damaged & in original carton or packaging. Purchaser shall be responsible for packing and palletizing any items for a scheduled freight pickup. All authorized returns are subject to a restocking fee of at least 25%. Return authorization numbers expire 14 days after being issued.

Tracking Shipments
To track shipments, contact RSA Seating for tracking numbers, freight company telephone number & website.

Scheduled Delivery
RSA Seating shall provide estimated ship dates for each Item in an Order. RSA Seating does not provide shipping. Accordingly, Purchaser understands and acknowledges that delays and other inconveniences may develop that are wholly beyond the control of RSA Seating, and that Items in any Order may arrive in many shipments and at many different times. RSA shall make reasonable efforts to schedule each order based on the purchaser’s requirements. A scheduled ship date is subject to change due to weather, strikes, accidents, material availability and other factors beyond RSA Seating’s control, including terrorist activity, pandemics, and other similar events. Guaranteed delivery dates available for additional freight charge.

Freight
The Purchaser is responsible for providing detailed and correct destination shipping information. Additional charges due to incorrect or insufficient shipping information will be billed to the Purchaser. Third party billing and drop shipping is available upon request. Purchaser must have personnel on hand to receive shipments. Drivers are not obligated to assist in the unloading of Items. It is the driver’s responsibility to move the freight to the rear of its trailer only. Inside or life gate delivery is not included but available upon request FOR AN ADDITIONAL CHARGE. To ensure the best freight rates and shipping safety, some items ship with simple assembly required. RSA Seating will schedule pick-ups according to the manufacturing schedule and customer delivery needs, but is not responsible for freight estimated transit times. Guaranteed delivery dates are available for a charge.

Website Error Disclaimer
RSA Seating is not responsible for typographical or printing errors on its Website. All such errors are subject to correction. Due to the inherent nature of personal computear screens, digital imaging and photography, colors shown on the Website may not exactly match the actual item. Potential purchasers are encouraged to request samples as described above.

Exclusive Warranty, Disclaimers and Exclusions
RSA prides itself on its relationships with quality manufacturers who utilize established shipping companies for delivery of orders placed with RSA Seating. While our dedicated team is happy to assist our customers in navigating any complaints or claims for damage in production, storage, shipping, delivery or assembly, RSA Seating wholly and completely disclaims any liability for damages to items ordered from RSA Seating, whether via the Website or any other ordering process currently available. Finished products are exclusively warranted as to the original purchaser only, and only in the case of defects in workmanship, for a period of one year from the date of invoice. This warranty policy does not include installation or freight of warranty items. This warranty does not apply to modified products or to those damaged by accident, abuse, neglect or misuse. RSA Seating’s liability and the customer’s sole remedy for any alleged breach of such warranty, breach of contract or negligence regarding an Item or Order is limited to the purchase price of the Item(s). RSA Seating is not responsible for any incidental or consequential damages incurred as a result of defective product such as re-installation costs or breach of contract, nor are we responsible for special or punitive damages. This warranty does not apply to any unfinished products, mineral oil products, or purchaser’s own materials used in manufacturing an item. RSA Seating expressly disclaims any warranty for such products. We expressly disclaim any warranty or representation that its products satisfy any fire code, other fire standard, or any other standard. This warranty does not cover any item which has been in storage, freight damaged, improperly cared for or abused, neglected or misused (including flipping tables onto their tops, and chairs placed atop tables, for example during cleaning), nor does it cover any item repaired by someone other than one of our employees unless previously authorized by us in writing. This warranty does not apply to: -Unfinished products -Oiled Products -Customer’s own materials used in the manufacturing process. This warranty shall be immediately void in the event of any use or storage in a relative humidity environment outside the following range: 30-40%. This environment can cause splitting, warping and cupping of tables.

RSA Seating reserves the right to repair or replace any defective item. All claims under the above warranty must be made not later than the earlier of (1) a reasonable period after discovery of any condition that may lead to a claim (not to exceed 30 days) or (2) the date which is one year from the original invoice date for the product. It is the Purchaser/user’s responsibility to maintain a 30% humidity level to accommodate wooden tops.

Vinyl & Upholstery Warranty
RSA Seating’s warranty does not cover damage or decreased performance caused by punctures, tears, excessive wear or color loss of any kind. RSA Seating disclaims all liability for damage due to fabrication, installation or other labor related costs. RSA Seating expressly disclaims any warranty in any circumstance in which a purchaser supplies its own vinyl or upholstery. Vinyl, especially light-colored vinyl, is easily susceptible to staining. RSA Seating expressly disclaims any warranty for damage to vinyl caused by staining from contact with any other material and/or fabric.

Limitation of Warranty, Disclaimer of Implied Warranties
RSA Seating’s written warranties above are expressly made in lieu of all other express or implied warranties and it expressly disclaims any and all implied warranties of merchantability or fitness for a particular purpose. There are no warranties which extend beyond the description included on the Website.

Product Maintenance
All products intended for indoor use only unless specifically labeled as outdoor furniture. Any storage of indoor furniture outdoors, for any length of time, shall render any and all warranties immediately void.

Purchaser understands and agrees that it bears the responsibility to educate itself regarding proper care of any items in any Order. Failure to properly, regularly clean any items purchased from RSA Seating per the PRODUCT CARE GUIDE (available on the Website) and/or failure to properly maintain any items(s) purchased per this Product Maintenance section shall immediately and completely void any warranty made herein or found to have been implied on the part of RSA Seating (RSA Seating expressly disclaims any such implied warranties as articulated above). RSA Seating shall not be responsible for refund or replacement, nor repair of any items not properly cleaned or maintained as described in this section. Wood is easily susceptible to damage from many forces, including but not limited to heat, water, humidity, fire, salt, and any factors within the control of the Purchaser or user of RSA Seating’s products. Markings, scratches and minor blemishes can readily appear in some kinds of wood (including maple). Metal frame items should be cleaned with warm water and non-abrasive cleaner using a cloth or soft bristle brush; NO power washing. Items in use near salt water should be washed daily in order to avoid salt deposits which will corrode the item.! ! Aluminum is very susceptible to attack by strong acids and alkalis used in some cleaning products, and contact with salt. It is critical to maintain the item free from any contact with salt. Aluminum products should be cleaned with lukewarm water and a non-abrasive cleaner such as dish soap applied using a soft cloth for most common dirt and stains. NEVER use an abrasive cleaner or scouring pad, and NO power washing. For stubborn and sticky stains, a soft bristle brush can be used along with the water and non-abrasive cleaner. Cleaning solution is recommended at a ¼ cup (2oz) of dish soap in one gallon of lukewarm water. After cleaning, rinse product thoroughly. Every month, after cleaning, we recommend items be protected with a high-quality paste wax or a wipe on item to protect it from salt. Be certain to follow directions on the product label.

Teak is a natural product, it will stain and absorb any oils, and it will gray over time; to maintain its original color, it should be treated as necessary with teak cleaner, followed by a teak varnish. Be certain to follow directions on the product label.! ! All furniture should be stored neatly. Only stack furniture that is designed to be stacked. When stacking such furniture, stack to suggested height only and pack in a clean and dry area. Tables should not be stacked. Stacked chairs should not be dragged, and when being unstacked they should not be slammed or dropped to the ground. Users should not rock backwards or stand on any furniture items. Failure to follow any manufacturer’s instructions in cleaning or protecting items as described immediately renders all warranties void. To prevent items from becoming unstable, loose hardware should be tightened as required and missing or worn out foot caps must be replaced. Items requiring adjustment or showing any sign of structural failure should be taken out of service immediately until the required adjustments are completed. Failure to remediate instability as described in this paragraph shall immediately render all warranties void. No glass sheets or vinyl coverings should be placed over any tabletop surface. Purchasers should examine the feet of chairs/stools/bases to ensure these features will not damage any floor covering. Interested potential purchasers may request samples to ensure any such features comply with their particular requirements.

Tables will become damaged if -Spills/liquid are not immediately wiped from the surface -Harsh chemicals are applied to or contact the table in any way -Excessively hot items are placed on the table – if any product might become exposed to heat, Purchaser is obligated to inform RSA Seating prior to payment -Exposure to concrete floors, or to any humidity outside the range of 30-40% relative humidity or Humidity issues -Chairs/other abrasive items are placed onto the table for any reason, even where chairs or booths include a cushion. Except where noted, our products are not intended for outdoor use and no warranty is made with respect to goods used outdoors that are not intended for outdoor use. Even where our products are designed for outdoor use, our warranty is limited solely to defects in workmanship for a period of one year from the date of invoice. RSA Seating conforms to industry standards related to the care and maintenance of products while they remain in its possession. It is the Purchaser/user’s responsibility to maintain a 30% humidity level in any environment where purchased items are in use.

Reupholstery
RSA Seating is pleased to offer reupholstery services within the Chicagoland area. In the event that a customer provides its own material for either reupholstery or new custom products, the customer must provide material specifications to RSA Seating to ensure they are reflected in the reupholstery. Such detail is necessary to estimate quantity of material needed for each item. If, following commencement of a reupholstery Order, RSA Seating discovers a structural reason with any of the furniture to be reupholstered, which results in its inability to continue work, RSA Seating reserves the right to cancel the Order and return any advanced funds.

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www.rsaseating.com Terms of Use AGREEMENT TO TERMS These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and RSA Seating (“Company,” “we,” “us,” or “our”), concerning your access to and use of the www.ardenbranch.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

INTELLECTUAL PROPERTY
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS
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PRODUCTS
We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Site. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.

PURCHASES AND PAYMENT
RSA Seating accepts Mastercard, Visa, Discover, and American Express credit cards as methods of payment for any Order placed through the Site. Financing is also available. For phone, email and in-person orders, RSA seating accepts payment by cash, check, electronic check, wire transfer and the above-listed credit cards. Credit cards charged for phone, email and in-person orders, a 3.5% credit card processing fee shall be applied at time of shipment and invoicing. If payment is made after time of shipment and invoicing, RSA Seating Manufacturing reserves the right to charge a service fee of 4% upon receipt of payment. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US Dollars (USD). You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

PROHIBITED ACTIVITIES
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USER GENERATED CONTRIBUTIONS
The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy.

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Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site and/or make Contributions.

CONTRIBUTION LICENSE
You and Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings). By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you. We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

SUBMISSIONS
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SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site. We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW
These terms shall be governed by and defined following the laws of the state of Illinois. RSA Seating and yourself irrevocably consent that the courts of DuPage County, Illinois shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

DISPUTE RESOLUTION
Informal Negotiations To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

RESTRICTIONS
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. The full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. Exceptions to Informal Negotiations and Arbitration The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court. CORRECTIONS There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice. DISCLAIMER THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR $1,000.00. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve 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, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.