TERMS OF SERVICE
Effective Date of Last Revision: September, 1 2022
1. Introduction.
Welcome to “Nomos”, an online order web portal (the “Service”) provided by A & R SCREENING, LLC (“AR”). The Service system is provided to you subject to these Terms of Service (“TOS”), which may be updated from time to time without notice to you, but are always available at https://www.apparelredefined.com/terms-of-service. AR may also offer other services that are governed by different Terms of Service. In such instances, the other terms of service will be posted in association with the relevant services to which they apply.
Certain information is collected from users and is subject to our Privacy Policy. For more information, see the full Privacy Policy at http://www.apparelredefined.com/privacy-policy/ .
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED. YOUR ACCESS AND USE OF THE SERVICE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS, WHICH ESTABLISHES A CONTRACTUAL RELATIONSHIP BETWEEN YOU AND A & R SCREENING, LLC. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHALL NOT ACCESS OR USE THE SERVICE. USING OR ACCESSING THIS SERVICE SHALL BE INTERPRETED AS YOUR EXPRESS CONSENT TO ABIDE BY THIS AGREEMENT.
2. Parties.
This Agreement is between A & R SCREENING, LLC, a Limited Liability Corporation formed under the laws of the State of Illinois d/b/a “APPAREL REDEFINED” or “UNDERDOG APPAREL SOLUTIONS” (herein referred to as “AR”, “Nomos”, “Us”, “We”, “Our”, “Service”, “App”, “Site”, or “System”) and the individual, trust or legal entity (“User” or “You”) which creates, authorizes and/or uses this Service.
3. Acceptance.
By using this Site you agree that you have read, understand and accept the terms of this Agreement and the Privacy Policy referred to herein, and you affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with them. By using the Service, you also agree that you will not use the Service for any purpose that is unlawful or in contravention of these Terms of Use.
If you do not agree to abide by the terms of this Agreement or any future version thereof, do not use or access (or continue to use or access) the Service. It is your responsibility to regularly revisit this agreement to determine if there have been changes to the Agreement and to review such changes.
4. Modifications.
AR reserves the right, at its sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice. In such an event, AR will post the changes to the Agreement at the URL listed herein above, and will indicate at the top of this Agreement the date the Agreement was last revised. Your continued use of the Service after any such changes constitutes your acceptance of the new Agreement.
5. Limited License.
This Service, and any websites, applications, or other related printed or electronic materials, is protected by United States and international copyright laws and treaty provisions whether or not a copyright notice is present on the materials. All text, images, graphics, animation, videos, music, sounds and other materials provided to you by the Service, or in conjunction with its use, are subject to the copyrights and other intellectual property rights of AR, its affiliated companies and/or its licensors. You agree to comply with all copyright laws worldwide in your use of the Service and to prevent any unauthorized copying of the materials. Except as expressly provided herein, AR does not grant any express or implied copyright rights.
Subject to your continued compliance with these terms and conditions, AR grants you a non-exclusive, non-transferable, limited right to access, use, display and listen to the Service and the information, images, sounds and text (“materials”) thereon. You agree not to interrupt or attempt to interrupt the operation of the Site in any way. You agree not to dispute AR’s claims of ownership or validity of its rights in the materials on the Service.
AR authorizes you to view and download the materials provided by this Service and it reserves the right to suspend or terminate this authorization at any time for any reason or no reason at allf. This authorization is not a transfer of title in the materials and copies of the materials and is subject to the following restrictions:
6. Restrictions.
You may not:
a. Remove any copyright, patent, trademark or other proprietary notices from any portion of the Service;
b. Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service except as expressly permitted by AR;
c. Attempt to sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the System or any portion thereof;
d. Decompile, reverse engineer or disassemble the software used by the Service, or any screens, applications, web pages and the like used or created by the service except as may be permitted by applicable law;
e Link to, mirror, or display any portion of the Service in a separate browser frame or application provided by you;
f. Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service;
g. Access Nomos by any means other than through the interface that is provided by AR for use in accessing Nomos; or
h. Attempt to gain unauthorized access to or impair any aspect of the Services or its related servers, systems, network appliances, or networks.
7. Provision of the Service.
You acknowledge that portions of the Service may be made available under AR's various brands which may be associated directly or indirectly with the Service. You also acknowledge that the Service may be made available under such brands or in connection with certain of AR's subsidiaries and affiliates, including third parties providing their services in support of the Nomos for the benefit of AR users.
8. Indemnification.
You hereby agree to defend, indemnify and hold harmless AR, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, successors and assigns and other Users of the Site, from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from any breach of this Agreement by you, or from your use of the System. You agree to defend, indemnify and hold harmless AR, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors, successors and assigns from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from any claims by third-parties that your activity on the Site or any Work or Derivative Work you submit to the Site and the subsequent actions taken on it by AR and/or another AR User infringes upon, violates or misappropriates any of their Intellectual Property Rights.
9. Account Security.
In consideration of your use of the Site, you agree to
(a) Provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”);
(b) Maintain the security of your password and identification;
(c) Maintain and promptly update the Registration Data and any other information you provide to AR, and keep it accurate, current and complete; and
(d) Be fully responsible for all use of your account and for any actions that take place using your account.
10. Third Party Service and Content.
The Service may be made available or accessed in connection with systems or services provided by third parties not affiliated with AR and may include content (including advertising) that AR does not control. These third-parties may, for example, be used by AR to provide access to the Service.
By using the Service, you acknowledge that your use of any third-party system or service in conjunction with the use of AR is subject to terms set forth by the individual third-parties in their applicable terms of service. By using the Service, you agree to the terms of conditions of any third-party service providers AR may rely on. AR does not endorse such third party Service and content and in no event shall AR be responsible or liable for any products or Service of such third party providers. These third parties may be beneficiaries of this contract but they are not parties to this contract and are not responsible for the provision or support of the Service in any manner. These third-party providers may change from time to time without notice.
11. Ownership.
The Service and all rights therein are and shall remain AR's property or the property of AR's licensors. Neither these Terms nor your use of the Service convey or grant to you any rights:
(i) in or related to the Service except for the limited license granted above; or
(ii) to use or reference in any manner AR's company names, logos, product and service names, trademarks or Service marks or those of AR's licensors.
12. User Provided Content.
AR may, in its sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to AR through the Service textual, audio, and/or visual content and information, including commentary and feedback related to the Service, initiation of support requests, and the like (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to AR, you grant AR a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Service and AR's business and on third-party sites), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that:
(i) you are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant AR the license to the User Content as set forth above;
(ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor AR's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and
(iii) any franchisor, partner, or other entity with ownership or control of the User Content has consented to your providing the User Content to us under the terms outlined above, and that you will indemnify and hold harmless AR against any claims made by the franchisor, partner, or other entity if such consent has not been obtained prior to using the Service.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Us in Our sole discretion, whether or not such material may be protected by law. AR may, but shall not be obligated to, review, monitor, or remove User Content, at AR's sole discretion and at any time and for any reason, without notice to you.
You represent and warrant that
13. Network Access for Devices Used.
You are responsible for obtaining the data network access necessary to use the Service. Your mobile network's data and messaging rates and fees may apply if you access or use the Service from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service and Applications and any updates thereto. AR does not guarantee that the Service, or any portion thereof, will function on any particular hardware or devices. In addition, the Service may be subject to malfunctions and delays inherent in the use of computer networks, electronic communications, and the use of electronic devices.
14. Payment.
You understand that use of the Service may result in charges to you for the Service or goods you receive. All Charges are due immediately and payment will be facilitated by AR using the preferred payment method designated in your Account, after which AR, or one of its participating third parties will provide you with a receipt. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that AR may use a secondary payment method in your Account, if available.
As between you and AR, AR reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Service at any time in AR's sole discretion. AR will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. AR may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar Service or goods obtained through the use of the Service, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Service or the Charges applied to you. You may elect to cancel your request for service or goods at any time prior to receipt of the goods or services.
Sales taxes, and/or local fees or taxes may be imposed on the amounts charged by AR or by any of our third parties in certain jurisdictions. The actual tax amounts on our Service may vary depending on the rates in effect at the time. Therefore, in addition to the listed price, you agree to pay any of these additional taxes, service fees, or other charges required by applicable laws. You agree that your payment method will be charged by AR, or by the individual third parties, or by both for the total price including taxes and fees.
15. Disputes Between Users.
As a condition of access to the Nomos, you release AR (and AR’ shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more Users of the Site; including, without limitation, any claim that another User infringes upon your Intellectual Property Rights in any Work that you may provide.
You further understand and agree that:
(a) AR will have the right but not the obligation to resolve disputes between Users relating to the Service, and AR’s resolution of any particular dispute does not create an obligation to resolve any other dispute;
(b) To the extent AR elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the Service and will not make judgments regarding legal issues or claims;
(c) AR’s resolution of such disputes will be final with respect to the Service, and any determination with respect to payments do or received, or any other financial matters between Users, shall be final
(d) You hereby release AR (and AR’s shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with AR’s resolution of disputes relating to the Service.
16. Dispute Resolution, Governing Law and Jurisdiction.
By Using the Service, you agree that the laws of the State of Illinois, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and AR or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of the State of Illinois, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of the State of Illinois.
You and AR agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois or the Northern District of Illinois, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts. The failure of AR to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. This provision shall apply except in instances where the parties have previously entered into a binding agreement providing that the law of a different state shall govern the relationship between those parties and those parties exclusively.
YOU AND AR AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICE ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICE, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT AND THE SERVICE (INCLUDING YOUR USE OF THE SERVICE IN ANY FORM) SHALL BE FINAL AND BINDING ARBITRATION, except that:
(a) either of us may seek injunctive relief in the courts located in Cook County, Illinois, or the U.S. District Court for the Northern District of Illinois, concerning infringement, misappropriation or other violation by either of us of the other party's Intellectual Property Rights, and
(b) AR may seek injunctive relief in the courts located in Cook County, Illinois, or the U.S. District Court for the Northern District of Illinois, concerning violation by a User of any of the User conduct rules set forth above, and in both such cases (a) and (b), the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.
Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the “AAA Consumer Rules”) (collectively the “AAA Rules”). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
17. Disclaimer of Warranties.
AR PROVIDES THE SERVICE, YOUR ACCOUNT AND ALL RELATED GOODS AND SERVICE STRICTLY ON AN “AS IS” BASIS, PROVIDED AND ACCEPTED AT YOUR OWN RISK, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AR MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICE OR ANY SERVICE OR GOODS REQUESTED THROUGH THE USE OF THE SERVICE, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. AR DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICE, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
Without limiting the foregoing, AR does not ensure continuous, error-free, secure or virus-free operation of the Service or your account, and you understand that you shall not be entitled to make any claim based on AR’s failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you.
18. Limitation of Liability.
AR SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, DATA MODIFIED, OBTAINED OR OTHERWISE COMPROMISED BY CRIMINAL ACTIVITY, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICE, EVEN IF AR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AR SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF:
(i) YOUR USE OF OR RELIANCE ON THE SERVICE OR YOUR INABILITY TO ACCESS OR USE THE SERVICE; OR
(ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY USED BY OR IN CONJUNCITON WITH THE SERVICE, EVEN IF AR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
AR SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND AR’s REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD-PARTY PROVIDERS PROVIDING EVENT, LODGING, TICKETS, OR ANY OTHER SERVICE REQUESTED THROUGH THE SERVICE MAY OFFER THESE SERVICE WITHOUT BEING PROFESSIONALLY LICENSED OR PERMITTED TO DO SO. IN NO EVENT SHALL AR’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICE FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is impermissible, such limitation may not apply to you. You agree that AR shall not be held responsible or liable for anything that occurs or results from accessing the Service.
19. General Provisions.
The Service is controlled and operated by AR from its offices within the United States of America. The Company makes no representation that any aspect of the Site is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the Service from other locations are responsible for compliance with applicable local laws. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Service and its use.
The Company’s failure to act with respect to a breach by you or others does not waive AR’s right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by AR under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of the Company. All or any of AR’s rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Site in a merger, acquisition or sale of all or substantially all of the Company’s assets. You may not assign or transfer this Agreement or any or all of your rights or obligations hereunder without the prior written consent of AR, and any attempt to do so is void. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of AR shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of AR.
This Agreement sets forth the entire understanding and agreement between you and AR with respect to the subject matter hereof. The section headings used herein, including descriptive headings, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
In the event of a conflict between this Agreement and AR’s Privacy Policy, this Agreement shall control.
AR may give notice to User by means of a general notice on our website, by electronic mail to your e-mail address in our records for your Account, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your account. All notices given by User to AR under this Agreement shall be mailed to AR at john.laroy@apparelredefined.com unless otherwise provided in this Agreement.