TERMS OF SALE
Last Updated: August 16, 2022
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS AND CONDITIONS OF SALE (“TERMS OF SALE”) REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.
BY PLACING AN ORDER FOR SERVICES FROM WWW.AIWYN.AI (THIS “SITE”), YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THESE TERMS OF SALE, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS OF SALE. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS OF SALE.
YOU MAY NOT ORDER OR OBTAIN SERVICES FROM THIS SITE IF YOU (A) DO NOT AGREE TO THESE TERMS OF SALE, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH AIWYN, INC., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF THIS SITE'S CONTENTS OR SERVICES BY APPLICABLE LAW.
These Terms of Sale apply to the purchase and sale of services through this Site. These Terms of Sale are subject to change by Aiwyn, Inc. (referred to as "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms of Sale will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms of Sale prior to purchasing any services that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.
1. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms of Sale, all services listed in your order. All orders must be accepted by us or we will not be obligated to sell the services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
2. Prices and Payment Terms.
A. Prices. All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes. All such taxes will be added to your order total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
B. Promotions. We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms of Sale. If there is a conflict between the terms for a promotion and these Terms of Sale, the promotion terms will govern.
C. Payment Method. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept Visa, Mastercard, Discover, Amex, or ACH transfer for all purchases (“Payment Method”). If your Payment Method is declined, we will attempt to process your charge until the transaction is approved. We and our Payment Processors (as defined below) may request to receive, updated Payment Method information from your Payment Method issuer (e.g. credit card company), such as updated card numbers and expiration date information when your credit card has expired. If such updated information is provided to us and our Payment Processors, we will update your account information accordingly, and will use such updated information to process payments for your future purchases. Your Payment Method issuer may give you the right to opt out of providing vendors and Payment Processors with your updated information. If you wish to opt out of your Payment Method issuer from providing updated information, you should contact your Payment Method issuer. We are not responsible for any fees or charges that your Payment Method issuer may apply. If your Payment Method issuer reverses a charge to your Payment Method, we may bill your account directly and seek payment by another method including a mailed statement. You represent and warrant that (i) the Payment Method information you supply to us is true, correct and complete, (ii) you are duly authorized to use such Payment Method for the purchase, (iii) charges incurred by you will be honored by the Payment Method company (e.g., credit card company), and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
E. Authorization for payment via ACH debits. ACH debit payments are the transfer of funds from the bank account you have indicated for the purpose of making payment to us. By submitting your order to be paid by transfer from your bank account and entering your bank account information, you authorize us through our Payment Processors to debit your bank account specified for any amount owed for the charges arising from your purchase and use of our services, until this ACH authorization is revoked. If you use our services or make purchases for services periodically, including choosing the recurring billing option as indicated below, you authorize us through our Payment Processors to debit your bank account periodically. Where you are purchasing a service through us as part of your engagement with one of our professional advisor clients such as an accounting firm (the “Firm”), you should reach out to your Firm representative to make any changes to your ACH debit authorization, including cancellation and revocation of such authorization.
F. Recurring Billing. If you choose a recurring payment plan, you acknowledge that such services have an initial and recurring charges prior to cancellation. We may submit periodic charges without further authorization from you, until we receive prior notice that you have terminated this authorization or wish to change your payment method. Where you are purchasing a service through us as part of your engagement with a Firm, you should reach out to your Firm representative to make any changes to your recurring payment plan, including cancellation of recurring payments.
3. Warranty and Disclaimers. We do not control the services offered on our Site. The availability of services through our Site does not indicate an affiliation with or endorsement of the service or service provider. Accordingly, we do not provide any warranties with respect to the services offered on our Site.
ALL SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE SERVICE PROVIDER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
4. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS OF SALE, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY FOR THE SERVICES YOU HAVE ORDERED THROUGH OUR SITE.
6. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms of Sale, for any failure or delay in our performance under these Terms of Sale when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
7. Governing Law and Jurisdiction. This Site is operated from the U.S. All matters arising out of or relating to these Terms of Sale are governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Virginia.
8. Dispute Resolution and Binding Arbitration.A. YOU AND AIWYN, INC. ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.B. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
9. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms of Sale without our prior written consent. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms of Sale.
10. No Waivers. The failure by us to enforce any right or provision of these Terms of Sale will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Aiwyn, Inc.
11. No Third-Party Beneficiaries. These Terms of Sale do not and are not intended to confer any rights or remedies upon any person other than you.
A. To You. We may provide any notice to you under these Terms of Sale by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
B. To Us. To give us notice under these Terms of Sale, you must contact us as follows: (i) by email transmission to firstname.lastname@example.org; or (ii) by personal delivery, overnight courier, or registered or certified mail to ATTN: Aiwyn Billing Dept., 2923 S Tyron St., STE 200, Charlotte, NC, 28203 . We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
13. Severability. If any provision of these Terms of Sale is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms of Sale and will not affect the validity or enforceability of the remaining provisions of these Terms of Sale.