Terms of Service

Last Updated: June 16, 2017

These Terms of Use and all other legal documents incorporated by reference (collectively the “Terms of Use”) set forth the legal contract between "you" and Sourcely, LLC, an Arizona limited liability company (and its subsidiaries and affiliated companies) (“Sourcely,” “we” or “us”), with respect to access to and use of its internet properties including www.Sourcely.com (the “Website”) and all associated websites linked by Sourcely and/or every other website that is hosted, powered or designed by Sourcely (each, a “Hosted Website”). These Terms of Use for the Website and Hosted Website(s) (collectively, the “Sites”) set forth the terms and conditions of your use of any of the Sites and any content or services provided on the Sites by Sourcely or any of its agents, licensors or other commercial partners, including, without limitation, all software, informational text, software documentation, graphics, audio, video, messages, design and functions, files, documents, images data, databases or other materials, whether publicly posted or privately transmitted, as well as all derivative works thereof (collectively, the “Content and Services”).

BY CLICKING “I AGREE” BELOW, YOU HEREBY UNEQUIVOCALLY AND EXPRESSLY AGREE TO, AND SHALL BE SUBJECT TO, THESE TERMS OF USE AND OUR PRIVACY POLICY. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS OF USE OR OUR PRIVACY POLICY, YOU MAY NOT USE OR OTHERWISE ACCESS THE SITES, CREATE, REGISTER OR ACCESS AN ACCOUNT ON THE SITES, POST OR DOWNLOAD CONTENT OR ANY OTHER INFORMATION TO OR FROM THE WEBSITE OR OFFER FOR SALE OR PURCHASE ANY PRODUCTS OR SERVICES VIA THE WEBSITE. IN THE EVENT THAT YOU PURPORT TO BE THE AGENT OF, REPRESENT OR OTHERWISE ACT ON BEHALF OF AN ENTITY OR ANY OTHER PERSON, REFERENCES TO “YOU,” “YOUR” OR “USER” SHALL INCLUDE SUCH ENTITY OR PERSON IN ADDITION TO YOU, AND YOUR ACCEPTANCE OF THESE TERMS OF USE SHALL CONSTITUTE ACCEPTANCE ON BEHALF OF SUCH ENTITY OR PERSON.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH SOURCELY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

General Terms of Use and Restrictions on Use

Subject to your agreement to, compliance with and satisfaction of these Terms of Use and our Privacy Policy, Sourcely, as applicable, hereby grants you a limited, revocable, non-exclusive, non-assignable and non-transferable license (a “Limited License”) to access and use the Content and Services contained on the Website or a Hosted Website, as applicable, through a user identification reference provided by Sourcely to the extent, and only to the extent, necessary to access and use the Contents and Services in accordance with these Terms of Use. In the event that you subscribe to certain content or services provided by Sourcely through the Sites on a subscription basis (the “Subscription Materials”), upon payment of any applicable fees or other charges associated with such subscription, Sourcely grants you a Limited License to use the Subscription Materials, subject to your agreement to, compliance with and satisfaction of these Terms of Use and our Privacy Policy. All rights not otherwise expressly granted by these Terms of Use are reserved by Sourcely. If you do not comply with the Terms of Use or Privacy Policy at any time or if you fail to pay any applicable fees or charges when due, Sourcely reserves the right to revoke the aforementioned Limited Licenses, limit your access to the Sites or restrict your ability to post, download, use or engage in transactions using or relating to the Content and Services or Subscription Materials. You agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any purpose any portion of or any information from the Sites, including, without limitation, the Content and Services and the Subscription Materials. You may not obscure or remove any proprietary rights notices contained in or on the Content and Services or Subscription Materials. You are solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for your access to and use of the Sites.

Sourcely may, from time to time, without prior notice or liability discontinue or alter any aspect of the Sites (including, without limitation, removing any of the Content and Services or Subscription Materials or restricting the time the Website or Hosted Website is available ). In addition, Sourcely may permit certain of its licensors, to so discontinue or alter the Hosted Website operated by such licensor. You agree that Sourcely may, under certain circumstances, immediately suspend and/or terminate your access to the Sites or any part thereof. Cause for such measures shall include, without limitation: (a) your breach or violation of these Terms of Use or any other incorporated agreements or guidelines, including, without limitation, our Privacy Policy; (b) discontinuance or material modification to the Sites; (c) unexpected technical, security or related problems; (d) extended periods of inactivity; or (e) engagement by you in fraudulent or illegal activities. You further agree that such measures shall be taken in our sole discretion and without liability to you or any third party.

Company Intellectual Property

Unless otherwise specifically noted in these Terms of Use, images, trademarks, service marks, logos and icons (collectively, “Marks”) displayed on the Sites are the property of Sourcely and may not be used without our prior written consent. Marks owned by you, any of your partners, customers or suppliers, or any other third parties that are permitted to display their Marks on any of the Sites, are your property or the property of those respective third parties. The Sites, Content and Services are the property of Sourcely and may not be reproduced, recreated, modified, accessed or used in any manner or disseminated or distributed to any other party in violation of these Terms of Use. Any unauthorized use of the Sites, the Content and Services, the Subscription Materials or other content owned by Sourcely or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes. You will not copy, reverse engineer, disassemble, decompile, translate, modify, reproduce, republish, transmit, sell, offer for sale, disseminate or redistribute the intellectual property found in the Sites or any part thereof or grant any other person or entity the right or access to do so.

Our Privacy Policy

Sourcely collects, stores and uses data collected from you in accordance with our Privacy Policy. The terms and conditions of the Privacy Policy are hereby expressly incorporated into these Terms of Use.

Accounts

For certain aspects of the Sites, you may be asked to register an account. In the event you agree to register an account, you will select or receive a username and password upon providing registration information and successfully completing the registration process. This account is personal to you, and you will not share it or allow any other person to utilize your account. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to immediately notify Sourcely if (a) your registration information changes, or (b) you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You also agree that you will provide truthful and accurate information during the registration process. Sourcely may refuse to grant a particular username to you for any reason, including, without limitation, our belief that such username impersonates someone else, is protected by trademark or other proprietary right or is vulgar or otherwise offensive.


Content

You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored on the Sites in connection with your use of the Content and Services (“User Content”). Sourcely is not responsible for User Content. By posting User Content on the Sites, you hereby grant to Sourcely a transferable, nonexclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense and create derivative works and compilations incorporating such User Content.

Communications

The communications between you and Sourcely use electronic means, whether you visit the Website or send Sourcely e-mails, or use the Service or whether Sourcely posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Sourcely in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Sourcely provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Where Sourcely requires that you provide an e-mail address, you are responsible for providing Sourcely with your most current e-mail address. In the event that the last e-mail address you provided to Sourcely is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Sourcely’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.

You may also choose to register to receive communications via Short Message Service (“SMS”) or text or Multimedia Messaging Service (MMS). By registering to receive SMS/MMS communications (i) you are agreeing to this Terms of Use and our Privacy Policy; (ii) you certify that you are authorized: (a) to enroll the designated mobile phone number in the SMS/MMS communications, and (b) to incur any mobile message or data charges that may be incurred by participating in the SMS/MMS communications; and (iii) you expressly consent and agree to accept and receive text message communications from Sourcely, as further described herein and/or in the Sites. The information in any message may be subject to certain time lags and/or delays. Sourcely is not responsible for incomplete, lost, late, or misdirected messages, including (but not limited to) undelivered messages resulting from any form of filtering by your mobile carrier or service provider or otherwise. Additionally, you agree and understand that if you choose not to register to receive SMS/MMS communications some of the features or services of the Sites may be non-functional or unavailable.

Geo-Location Terms

The Content and Services include and make use of certain functionality and services provided by third-parties that allow Sourcely to include maps, geocoding, places and other Content from Google, Inc. (“Google”) as part of the Content and Services (the “Geo-Location Services”). Your use of the Geo-Location Services is subject to Google’s then current Terms of Use for Google Maps/Google Earth (http://www.google.com/intl/en_us/help/terms_maps.html) and by using the Geo-Location Services, you are agreeing to be bound by Google’s Terms of Use.

Links

The Sites may provide, or third parties may provide, links to other websites or resources on the Internet. Because we have no control over such websites or resources, you acknowledge and agree that we are not responsible for the availability of such external websites or resources, and we do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such websites or resources or for any privacy or other practices of the third parties operating those websites or resources. You further acknowledge and agree that Sourcely shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods or services available on or through any such website or resource. We strongly encourage you to review any separate terms of use and privacy policies governing use of these third-party websites and resources.

Pay-Per-Click Advertising

Sourcely may offer management of a pay-per-click advertising campaign by the User. SOURCELY DOES NOT WARRANT THE RESULTS OF ANY SUCH PAY-PER-CLICK ADVERTISING CAMPAIGN. Sourcely may require a minimum campaign size in order for User to receive these management services. The User’s pay-per-click advertising campaign must last at least 3 months in order to be eligible to receive management services from Sourcely. User shall pay a management fee to Sourcely equal to 30% of the total amount to be spent on such pay-per-click advertising campaign at the outset of such campaign. That fee is non-refundable and will be retained by Sourcely regardless of whether User does not proceed with the pay-per-click advertising campaign or terminates such campaign prior to spending the allotted amount. User is solely responsible for the contents and truthfulness of the advertisements used in any such pay-per-click advertising campaign and is solely responsible for ensuring that advertisements comply with all applicable laws and regulations.

Buyback Platform

You may, subject to the terms contained herein, purchase access to Sourcely’s Buyback Platform. Such access is purchased for a minimum term, and, if you fail to cancel at least 30 days’ prior to the then current term, your subscription will renew for additional one year periods at the then current rate for access to the Buyback Platform. The Buyback Platform will provide a listing of devices and conditions and provide a price that you may reference in your interactions in buying back from or selling devices to your customers. Such prices represent Sourcely’s estimate only and Sourcely will have no liability (and you release Sourcely completely) arising from or related to your use of the Buyback Platform. The prices on the Buyback Platform are updated periodically as Sourcely, in its sole discretion, deems advisable.

Reverse and Forward Logistics

The Contents and Services or Subscription Materials may offer you the opportunity to sell or purchase goods and services (“Commercial Products”) through the Hosted Websites. Sourcely provides the platform for buyers and sellers to negotiate and complete transactions for these Commercial Products; and may, in certain circumstances, collect a commission or otherwise participate in any such transaction. When buyers purchase Commercial Products, payments will be processed through a third party payment service provider (a “PSP”). Buyers of Commercial Products will be directed to a PSP’s terms of service and privacy policy when entering their payment information, which will govern the payment transaction between the buyer and seller. We are not responsible for the actions of a PSP. In addition to the other rules and requirements described in these Terms of Use, you must follow the rules listed below when offering, selling or purchasing Commercial Products through any of the Sites:

(a) You may not offer or sell illegal or potentially illegal Commercial Products, including those that are counterfeited, stolen or fraudulent. Commercial Products sold using the Content and Services or Subscription Materials must comply with all applicable laws, including those that are applicable for Commercial Products sold to individuals outside of the United States. Items identified as “not for distribution within the United States” may not be sold using the Sites.

(b) You may not offer or sell Commercial Products that infringe or have the potential to infringe upon the intellectual property rights or proprietary rights of another party.

(c) You may not offer or sell any Commercial Products that we, in our discretion, determine are inappropriate, offensive, pornographic, sexually explicit or violent.

(d) You may not offer or sell any Commercial Products that are manufactured as, or primarily intended to be used as, weapons, including, without limitation, firearms, restricted devices or ammunition. We reserve the right to determine, in our sole discretion, whether Commercial Products constitutes “weapons” for purposes of these Terms of Use.

(e) You may not offer or sell any Commercial Products that infringe upon or have the potential to infringe upon the privacy of another or that may be libelous, slanderous or otherwise defamatory.

(f) You may not use images or names of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without first obtaining that third party’s permission.

Without limiting anything else in these Terms of Use, we may immediately remove any content relating to the offer or sale of Commercial Products in violation of these Terms of Use. If you sell a Commercial Product using the Sites, then you must, upon our request, (i) use commercially reasonable efforts to stop the delivery of the Commercial Products to the buyer, or (ii) pay a refund for such Commercial Products to the buyer.

Reverse and Forward Logistics/Buyback General Release. BECAUSE SOURCELY IS NOT INVOLVED IN TRANSACTIONS BETWEEN USERS, IF A DISPUTE ARISES BETWEEN ONE OR MORE USERS, EACH OF YOU RELEASE SOURCELY (AND THEIR RESPECTIVE AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS 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 SUCH DISPUTES.

For those Commercial Products that are sold to Sourcely, you warrant that such Commercial Products are in the condition described and that you have all right, title and interest in such Commerical Products necessary to convey the same to Sourcely free and clear of any liens or encumbrances to any third party.

FOR THOSE COMMERCIAL PRODUCTS PURCHASED FROM SOURCELY, SUCH COMMERCIAL PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS AND SOURCELY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SUCH COMMERCIAL PRODUCTS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THERE ARE NO RETURNS FOR COMMERCIAL PRODUCTS PURCHASED FROM SOURCELY. ALL SALES OF COMMERCIAL PRODUCTS PURCHASED FROM SOURCELY ARE FINAL.

General Release

BECAUSE SOURCELY IS NOT INVOLVED IN TRANSACTIONS BETWEEN USERS, IF A DISPUTE ARISES BETWEEN ONE OR MORE USERS, EACH OF YOU RELEASE SOURCELY (AND THEIR RESPECTIVE AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS 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 SUCH DISPUTES.

If you are a California resident, you waive California Civil Code §1542, which says: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Warranty and Disclaimer

For those Commercial Products that are sold to Sourcely, you warrant that such Commercial Products are in the condition described and that you have all right, title and interest in such Commercial Products necessary to convey the same to Sourcely free and clear of any liens or encumbrances to any third party.

FOR THOSE COMMERCIAL PRODUCTS PURCHASED FROM SOURCELY, SUCH COMMERCIAL PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS AND SOURCELY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SUCH COMMERCIAL PRODUCTS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

Aftermarket Components & Disclaimer

You may be presented with an opportunity to purchase aftermarket components (“Aftermarket Components”) through the Hosted Sites. Such Aftermarket Components are not Original Equipment Manufacturer (“OEM”) parts and User shall make clear using conspicuous language in its contract documents with and advertisements to its customers that the Aftermarket Components that it has received from Sourcely are not OEM parts. User shall not state or imply that the Aftermarket Components are received from, authorized by, or otherwise affiliated with Apple, Samsung, or any other phone manufacturer, nor shall User use the intellectual property, including without limitation the trademarks, logos, and tradenames, of Apple, Samsung, or any other phone manufacturer without a written agreement with such manufacturer. User represents and warrants that it will abide by the terms and conditions of this section and that it will take no steps, whether through act or omission, that create the impression that the Aftermarket Components that User receives from the Site or the Hosted Sites are OEM components or that such Aftermarket Components are affiliated with, certified by, from, or otherwise associated with Apple, Samsung, or any other phone manufacturer.

EXCEPT FOR THE WARRANTIES PROVIDED HEREIN, AFTERMARKET COMPONENTS ARE PROVIDED ON AN “AS IS” BASIS AND SOURCELY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SUCH AFTERMARKET COMPONENTS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. AFTERMARKET COMPONENTS ARE NOT OEM PARTS AND INSTALLING OR USING SUCH OEM PARTS MAY VOID, INVALIDATE OR OTHERWISE NEGATE WARRANTIES OR OTHER BENEFITS FROM THE MANUFACTURER REGARDING YOUR DEVICE OF THE DEVICE OF A THIRD PARTY. YOU AGREE THAT SOURCELY SHALL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY AND THAT YOU WILL INDEMNIFY SOUCELY AGAINST ANY CLAIM BROUGHT BY A THIRD PARTY RELATING TO APPLICABLE MANUFACTURER WARRANTIES BEING VOIDED AS A RESULT OF YOUR USE OF AFTERMARKET COMPONENTS.

The title and risk of loss to any Aftermarket Components transfers to you upon such Aftermarket Component being pulled for shipment EX Works Sourcely’s facilities (INCOTERMS 2010). You are responsible for arranging any insurance and for paying all shipping costs for any Aftermarket Components purchased through the Sites.

Aftermarket Component Return Policy. If you receive a defective Aftermarket Component, you must return such Aftermarket Component within 14 days of the purchase. You will receive a credit for the purchase price of the Aftermarket Component less a restocking fee equal to twenty percent (20%) of the purchase price of such Aftermarket Component.

User Representations and Warranties

You hereby represent, warrant and agree to all of the following:

  • You are at least 18 years of age.
  • The email address provided in your account registration is valid at all times and you will keep your contact information accurate and up-to-date.
  • You will not use the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites for any unlawful purposes or to conduct any unlawful activity, including, without limitation, fraud, embezzlement or money laundering.
  • You will not use the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites if you are located in a country embargoed by the United States, or are on the United States Treasury Department’s list of Specially Designated Nationals.
  • You will not use the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites to impersonate another person.
  • You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by Sourcely without our express written permission.
  • You may not send unsolicited messages (also known as junk mail or SPAM) to promote the Sites.
  • You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites.
  • You may not upload individual files larger than 20MB.
  • You may not send messages using the Sites or any of the Content and Services or Subscription Materials that do not correctly identify the sender, and you may not alter the attribution of origin in electronic mail messages or postings on the Sites.
  • You will not share your password, let anyone else access your account or do anything that might jeopardize the security of your account with any of the Sites.
  • You will not attempt to or access the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites by any means other than through the interfaces provided by Sourcely.
  • You will not attempt to or actually override any security component included in or underlying the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites.
  • You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable burden on our infrastructure.
  • You will not publish content, or links to content, that is:
    • Pornographic, sexually explicit or violent;
    • Illegal (including, without limitation, stolen or copyrighted or counterfeited material and material that infringes upon or has the potential to infringe upon the intellectual property rights of another);
    • Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous; or
    • Breaches another party’s privacy policy.
  • You will not publish content that is or may be considered SPAM, is machine- or randomly-generated or contains unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing).
  • You verify that your country of residence is the same as your billing address.
  • Regarding commercial products in our Backbuy Platform:
    • You may not offer or sell illegal or potentially illegal Commercial Products, including those that are counterfeited, stolen or fraudulent. Commercial Products sold must comply with all applicable laws, including those that are applicable to individuals outside of the United States. Items identified as “not for distribution within the United States” may not be sold using the Sites.
    • You may not offer or sell Commercial Products that infringe or have the potential to infringe upon the intellectual property rights or proprietary rights of another party.
    • You may not offer or sell any Commercial Products that we, in our discretion, determine are inappropriate, offensive, pornographic, sexually explicit or violent.
    • You may not offer or sell any Commercial Products that are manufactured as, or primarily intended to be used as, weapons, including, without limitation, firearms, restricted devices or ammunition. We reserve the right to determine, in our sole discretion, whether Commercial Products constitutes “weapons” for purposes of these Terms of Use.
    • You may not offer or sell any Commercial Products that infringe upon or have the potential to infringe upon the privacy of another or that may be libelous, slanderous or otherwise defamatory.
    • You may not use images or names of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without first obtaining that third party’s permission.
    • Without limiting anything else in these Terms of Use, we may immediately remove any content relating to the offer or sale of Commercial Products in violation of these Terms of Use. If you sell a Commercial Product using the Sites, then you must, upon our request, (i) use commercially reasonable efforts to stop the delivery of the Commercial Products to the buyer, or (ii) pay a refund for such Commercial Products to the buyer.

Sourcely may determine, in its sole discretion, whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using the Content and Services, Subscription Materials or any other materials, content or services offered by or through the Sites. If Sourcely reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated. We may also report you to law enforcement officials in the appropriate jurisdictions.

Intellectual Property Infringement

Sourcely respects the intellectual property rights of others, and we ask you to do the same. Sourcely may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site and/or the Content and Services for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site or the Content and Services, please provide Sourcely’s designated agent the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit Sourcely to locate the material.
  • Information reasonably sufficient to permit Sourcely to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Sourcely’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:

  • (480) 360-0496
  • help@sourcely.com

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Submitting a DMCA Counter-Notification

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Sourcely designated agent that includes all of the following information:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Sourcely may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of Repeat Infringers

Sourcely reserves the right, in its sole discretion, to terminate the account or access of any user of our web site and/or service who is the subject or repeated DMCA or other infringement notifications.

Fees and Payment Terms

Only services and features on the Sites clearly indicated as "free" or "no charge" are free or without charge. It is not the responsibility of Sourcely to provide free support for you in the use and operation of the Sites. All other applications, features, functionality and support provided by Sourcely and its partners are provided for the fees described for each on the Sites or in applicable agreements we may have with you and you are liable for such fees. If you purchase any Content and Services or Subscription Services we offer for a fee, you agree to Sourcely, or any of our third party service providers, storing your payment information.

You understand and agree that Subscription charges are recurrent and you authorize us (without notice to you, unless required by applicable law) to collect recurrently the then-applicable fees, any applicable taxes and any other charges you may incur in connection with your use of the Services, Content, or Subscription materials or services, using the payment method designated on your initial registration with Us. If you are under a Subscription, You may notify us at any time that you wish to terminate your Subscription but your termination will only become effective at the end of your Subscription term. If you do not notify us of your intention to terminate your then-current term, your Subscription will automatically renew for the same term. You may notify us of your cancel your account by emailing help@Sourcely.com or calling 480-559-9910. 



If you subscribe for the Subscription Materials, you expressly agree that we are authorized to use your payment information to charge you a monthly subscription fee, the amount of which shall be posted on the Website, along with any applicable taxes. That subscription fee may, from time to time, be increased or decreased. We will use our best efforts to notify you of any such increase or decrease by sending you an email to the email address you provided us when establishing your account. Notwithstanding the immediately preceding sentence, you agree that 30 calendar days after we post any change to the subscription fee, we are authorized to use your payment information to charge you that new amount.



You also agree that we or any of our licensees operating a Hosted Website may use your payment information to charge you for any Content and Services you purchase through any of the Hosted Websites, plus any applicable taxes, or for reimbursement for all collection costs and interest for any overdue amounts owed in connection with any purchased Content and Services or Subscription Materials. If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected fees.

Taxes

You take full responsibility for all taxes and fees of any nature, including any sales taxes, associated with the purchase of any Commercial Products. Sourcely shall not be liable for any taxes or other fees associated with the Commercial Products. When purchasing or selling Commercial Products, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided as part of the Content and Services or Subscription Materials that estimate the taxes owed in connection with any transaction are for illustration purposes only.

Disclaimer

Sourcely uses reasonable efforts to maintain the Sites, but Sourcely is not responsible for any defects or failures associated with the Sites, any part thereof, any content posted on the Sites or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures. The Sites may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Sourcely may undertake from time to time; or (c) causes beyond the control of Sourcely or that are not foreseeable by Sourcely.

Sourcely does not control the User Content posted by Users, nor does it have any obligation to monitor such User Content for any purpose. Despite the fact that it has no monitoring obligations, Sourcely reserves the right to remove any and all material that it feels is actually or potentially inappropriate, offensive, illegal or harmful in any respect or which may otherwise violate these Terms of Use. Because the User Content offered via the Sites is provided by Users, and because Sourcely does not monitor or exercise control over the User Content, Sourcely does not make any warranties or representations regarding any of the User Content offered via the Sites. Company does not necessarily approve, endorse, sanction, encourage, verify or agree with any message posted by Users or otherwise embodied in the content of the Sites. You understand that by using any of the Sites, you may be exposed to content that may be offensive, indecent, vulgar, defamatory or otherwise objectionable to you, and that in no way shall Sourcely be liable under any theory for such exposure.

Termination

Content and Services or Subscription Materials may be terminated by us, without cause, at any time. Content and Services or Subscription Materials may be terminated by you, without cause, by following the cancellation procedures set forth in the “Fees” section above. Sourcely may terminate the Content and Services or Subscription Materials at any time, without penalty and without notice, if you fail to comply with any of the terms of these Terms of Use or the intellectual property protections applicable thereto. THERE ARE NO REFUNDS OF PREPAID REFUNDS REGARDLESS OF THE METHOD OF OR REASON FOR SUCH TERMINATION. Notice of termination of the Content and Services or Subscription Materials by Sourcely may be sent to the contact email associated with your account. Upon termination, Sourcely has the right to retain or delete all data, files or other information that is stored in your account.

Temporary Suspension

In addition to other rights or remedies that Sourcely may have herein or pursuant to law, Sourcely may suspend your access to the Site or the Content and Services in the event that you engaged in, or Sourcely in good faith suspects you are engaged in, any unauthorized conduct (including, but not limited to any violation of these Terms). Sourcely will attempt to contact you prior to or contemporaneously with such suspension; provided, however, that Sourcely’s exercise of the suspension rights herein shall not be conditioned upon your receipt of any notification. You agrees that Sourcely shall not be liable to you or any other third party if Sourcely exercises its suspension rights as permitted by this Section. Upon determining that you have ceased the unauthorized conduct leading to the temporary suspension to Sourcely’s reasonable satisfaction, Sourcely shall reinstate your access and use of the Site and Content and Services. Notwithstanding anything in this Section to the contrary, Sourcely’s suspension of access to the Site or Content Services is in addition to any other remedies that Sourcely may have under these Terms or otherwise, including but not limited to termination of these Terms for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, Sourcely may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.

Errors and Access to the Sites

YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN ANY SITE YOU OPERATE; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING AND PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS AND ELECTRONIC PAYMENT PROCESSING. SOURCELY WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT SOURCELY MAY, BUT IS NOT REQUIRED OR OBLIGATED TO, MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.



PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES: 
TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE SITES AND THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS AND ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT ALLOWED BY LAW, SOURCELY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, NEITHER SOURCELY NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITES, THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS AND ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES SOURCELY OR ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS OR ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF ANY OF THE SITES AND YOUR RELIANCE UPON THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS AND ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES IS AT YOUR SOLE RISK. IN ADDITION, SOURCELY IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE WEBSITE TO ANYONE. YOU ARE SOLELY RESPONSIBLE FOR THE COST OF ANY TRANSMISSION OR CONNECTION WITH THE SITE AND CONTENT AND SERVICES, INCLUDING WITHOUT LIMITATION ANY TEXT MESSAGING FEES THAT MAY APPLY TO SUCH TRANSMISSIONS.



IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT TAX, LEGAL OR OTHER PROFESSIONALS. NONE OF THE SERVICES OFFERED THROUGH THE WEBSITE PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE.



SOURCELY AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS AND ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITES, THE CONTENT AND SERVICES, SUBSCRIPTION MATERIALS OR ANY OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES OUTSIDE THE UNITED STATES, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER SOURCELY NOR ANY THIRD-PARTY PROVIDERS, LICENSORS, PARTNERS OR AFFILIATES WARRANT THAT THE SITE, IT’S SERVERS THE MATERIALS OR THE SERVICES OR ANY EMAIL SENT FROM ANY OF THE SITES OR ANY THIRD-PARTY PROVIDERS, LICENSOR, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.



Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SOURCELY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE ANY OF THE SITES, ANY CONTENT OR SERVICES, SUBSCRIPTION MATERIALS, OTHER SERVICES OFFERED THROUGH OR CONTENT CONTAINED ON THE SITES OR COMMERCIAL PRODUCTS PURCHASED THROUGH ANY OF THE SITES (THE “PURCHASED ITEMS”); (B) THE COST OF PROCUREMENT OF SUBSTITUTES FOR THE PURCHASED ITEMS; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE SITES, ANY CONTENT OR SERVICES, SUBSCRIPTION MATERIALS OR PURCHASED ITEMS. IF YOU ARE DISSATISFIED WITH ANY OF THE SITES, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SITE IN ACCORDANCE THE PROCEDURES SET FORTH IN THE “FEES” SECTION ABOVE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOURCELY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR SELLING OR PURCHASING THE PURCHASED ITEMS.


Indemnification

You agree to defend, indemnify and hold harmless Sourcely, its officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of the Sites; (b) any User Content you post on the Sites; (c) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under these Terms of Use; (d) infringement upon or misappropriation of any intellectual property or other rights of Sourcely or third parties by you; (e) any negligence or willful misconduct by you; (f) any other claim related to your performance under these Terms of Use; or (g) your use of any Content, services or products provided by Company.

Dispute Resolution and Arbitration; Class Action Waiver.

Please read this carefully. It affects your rights.

Most customer concerns can be resolved quickly and to a customer’s satisfaction by contacting us at help@sourcely.com. This provision, the Dispute Resolution and Arbitration, Class Action Waiver provision (the “Provision”) facilitates the prompt and efficient resolution of any disputes that may arise between you and Sourcely. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.

Please read this Provision carefully. It provides that all Disputes between you and Sourcely shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).

For the purpose of this Provision, “Sourcely” means Sourcely and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and Sourcely regarding any aspect of your relationship with Sourcely, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as Sourcely’s licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.

WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Pre-Arbitration Claim Resolution

For all Disputes, whether pursued in court or arbitration, you must first give Sourcely an opportunity to resolve the Dispute. You must commence this process by mailing written notification to Sourcely, 4710 E. Elwood Street Suite #14, Phoenix, Arizona 85040. That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If Sourcely does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.

Exclusions from Arbitration/Right to Opt Out

Notwithstanding the above, you or Sourcely may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to Sourcely, 4710 E. Elwood Street Suite #14, Phoenix, Arizona 85040. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Sourcely through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with Sourcely. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.

Arbitration Procedures

If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or Sourcely may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.

Because the Site and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

Location of Arbitration – You or Sourcely may initiate arbitration in either Maricopa County, Arizona or the federal judicial district that includes your billing address. In the event that you select the federal judicial district that includes your billing address, Sourcely may transfer the arbitration to Maricopa County, Arizona in the event that it agrees to pay any additional fees or costs you incur as a result of the transfer, as determined by the arbitrator.

Payment of Arbitration Fees and Costs – Sourcely will pay all arbitration filing fees and arbitrator’s costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with Sourcely as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.

Class Action Waiver

Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and Sourcely specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

Jury Waiver

You understand and agree that by entering into this Agreement you and Sourcely are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and Sourcely might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.

Severability

If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.

Continuation

This Provision shall survive the termination of your service with Sourcely or its affiliates. Notwithstanding any provision in this Agreement to the contrary, we agree that if Sourcely makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require Sourcely to adhere to the language in this Provision if a dispute between us arises.

Amendments

We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms of Use at any time by posting such changes to this page on the Website and any Hosted Websites. In addition, if you have previously registered an account with the Website or a Hosted Website, we will notify you of any such changes via the email address you provided. You understand that you have the affirmative obligation to check these Terms of Use periodically for changes, and you hereby agree to periodically review these Terms of Use for any changes. The continued use of the Website or any Hosted Website following the posting of changes to these Terms of Use will constitute your acceptance of those changes.

California Consumer Notice

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Site and Service are provided by Sourcely, 4710 E. Elwood Street Suite #14, Phoenix, Arizona 85040 If you have a question or complaint regarding the Site or Service, please contact Customer Service at help@sourcely.com. You may also contact us by writing Sourcely, 4710 E. Elwood Street Suite #14, Phoenix, Arizona 85040. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

Governing Law and Other Miscellaneous Terms

(a) The validity and effect of these Terms of Use shall be governed by and construed and enforced in accordance with the laws of Arizona, without regard to its conflicts or choice of laws principles.


(b) The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Maricopa County, Arizona, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to these Terms of Use.

(c) The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Use.


(d) You acknowledge that a violation or attempted violation of any of provision of these Terms of Use will cause such damage to Sourcely as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that Sourcely shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners or agents, as well as to recover from you any and all costs and expenses sustained or incurred by Sourcely in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction.


(e) In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of Sourcely, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Site or any content used or displayed through the Site.


(f) If any provision of these Terms of Use is found to be unenforceable, the remaining portion will continue to be in full force and effect.


(g) If we fail to enforce any part or provision of these Terms of Use, it will not be considered a waiver.


(h) Any amendment to or waiver of these Terms of Use must be made in writing and signed by us.


(i) You will not transfer any of your rights or obligations under these Terms of Use to anyone without our prior written consent.


(j) All of our rights and obligations under these Terms of Use are freely assignable by us in whole or in part.


(k) These Terms of Use do not confer any third-party beneficiary rights.


(l) A printed version of these Terms of Use and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Contact Details

  • (480) 360-0496
  • help@sourcely.com

Sourcely is not affiliated with the manufacturers of the items available for trade-in. All other trademarks, logos and brands are the property of their respective owners.