Terms of use

These Terms and Conditions of Use (as amended from time to time, the “Terms of Use”) apply to the 3PLENISH web site located at www.3plenish.com as well as all 3PLENISH services offered on or through the 3PLENISH web site (collectively, the “Site”). The Site is the property of the 3PLENISH division of Parts Town, LLC (“Parts Town”) and 3PLENISH’s licensors.

Your use of this Site is governed by these Terms of Use and our Privacy Policy, which you can view by clicking here: https://www.3plenish.com/privacy-policy. The Privacy Policy is made a part of these Terms of Use by this reference. Please take a few minutes to review these Terms of Use as well as our Privacy Policy, which apply to your visit to and use of the Site. BY USING THE SITE, YOU AGREE TO AND ACCEPT THESE TERMS OF USE AS WELL AS THE TERMS OF OUR 3PLENISH PRIVACY POLICY, WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE. IF YOU DO NOT SO AGREE AND ACCEPT, THEN DO NOT USE THE SITE. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

CHANGES TO THESE TERMS OF USE AND THE SITE

We reserve the right to change, modify, add or remove portions of these Terms of Use at any time in our sole discretion. All such changes are effective immediately upon notice, which we may give by any means, including, but not limited to, by posting a revised version of these Terms of Use or other notice on the Site. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. For this reason, we encourage you to review these Terms of Use whenever you visit or use the Site.

We expressly reserve the right to do any of the following, at any time, without notice:
 

• modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason;
• modify or change the Site or any information, text, data, databases, graphics, user interfaces, visual interfaces, images, sound recordings, photographs, video materials, audio clips, logos, computer code, features, services, and other materials within the Site (all such materials, and any compilation, collection, or arrangement thereof, the “Content”), and any applicable policies or terms;
• modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; and
• interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

ELIGIBILITY TO ACCESS AND USE

Your right to use the Site is contingent upon your compliance with these Terms of Use. We grant you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site, which we may terminate at any time in our sole discretion. Any other access to or use of the Site or the Content constitutes a violation of these Terms of Use and may violate applicable copyright, trademark, or other laws.

Although the Site may be accessible worldwide, we make no representation that the Site, Content, or any features, products or services discussed, referenced, provided or offered through or on the Site, are appropriate or available for use in locations other than the United States. If you choose to access this Site from locations other than in the United States, you do so at your own initiative, at your own risk, and are responsible for complying with all applicable local laws. We reserve the right to limit, in our sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited.

USER RESTRICTIONS

In connection with your access and use of the Site and that of any person authorized by you to access and use the Site, you are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions, including all applicable local rules regarding online conduct. Not in limitation of the previous sentence, in connection with your use of the Site, neither you nor your company may cause or permit any person to do any of the following:

• impose an unreasonably or disproportionately large load on the Site or otherwise interfere with or inhibit any other user of this Site from using or enjoying the Site;
• use the Site or Content for any purpose that constitutes or encourages conduct that would violate the law;
• use any deep links, robots, spiders, page scrapers, web crawlers, indexing agents, or other automated device, program, algorithm or mechanism, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure of presentation of the Site or Content, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site;
• gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any 3PLENISH server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means;
• use the Site to post or transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
• use the Site to post or transmit any unlawful, threatening, abusive, harmful, fraudulent, libelous, defamatory, harassing, tortious, hateful, racially, ethnically or otherwise objectionable, obscene, pornographic, profane or offensive information of any kind;
• use the Site to post or transmit any information which is invasive of another’s privacy or publicity rights or that otherwise violates or infringes in any way upon the rights of others;
• use the Site to post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes, or other unsolicited commercial communication;
• upload, post or transmit to, distribute or otherwise engage in any activities through the Site (i) which are designed to interfere with, destroy or limit the functionality of any computer software, hardware, telecommunications equipment; (ii) which are designed to violate system integrity; (iii) for which you do not have all necessary rights and licenses to transmit under any law or under contractual or fiduciary relationships; or (iv) which contain false or misleading indications of origin or statements of fact.

Commission of any of the foregoing or other illegal, fraudulent, destructive or malicious acts will subject you to sanction, including termination of your access to the Site, and possible civil or criminal liability.

ELECTRONIC COMMUNICATIONS

When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You acknowledge that data, including email and electronic communications may be accessed by unauthorized third parties when communicated between you, 3PLENISH and information transmitters, using the Internet, network communications facilities, telephone or any other electronic means. 3PLENISH takes such commercially reasonable measures as it deems appropriate to secure and protect communications and information transmitted to and from the Site. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure. You agree that we are not responsible, or liable, for any such unauthorized third party access.

USERNAMES, PASSWORDS AND SECURITY

Certain features or services offered on or through the Site may require you to register with the Site. Upon registration, you will receive a username and password. You are solely responsible for maintaining the confidentiality of any information about you, including any username and any password used in connection with your use of the Site, and for ensuring that the password is utilized only by you or your authorized representatives. You agree to notify us immediately if you discover loss or access to your username, password, or other account information by another party not under your control and supervision so that the compromised username and/or password can be deactivated, and, if requested, a new one assigned. We shall endeavor to complete all deactivation requests within 48 hours of their receipt in writing from you or your authorized representative. We do not monitor, and will not be liable for any loss, claim, damage or other liability that may arise from the unauthorized use of your username or password. You may be held liable for losses incurred by 3PLENISH or any other user of or visitor to the Site due to someone else using your username, password or account as a result of your failing to keep your account information secure and confidential.

CONTENT AND PROPRIETARY RIGHTS

You understand and agree that we own, or (where applicable) we have licensed from third parties, all right, title, and interest in and to the Site and all of the Content, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site. You acknowledge and agree that the Content constitutes valuable proprietary information that is protected by applicable trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws and treaties of the United States and other countries and that all such rights are the property of 3PLENISH or its licensors and content providers. You also understand and agree that you acquire no ownership interest by accessing or using the Site or the Content.

You may not remove or modify any copyright notice or trademark legend, author attribution, or other notice placed on or contained within any of the Content. Except as expressly provided in these Terms of Use or otherwise authorized by us in writing, you may not reproduce, redistribute, republish, duplicate, copy, upload, post, publicly display, encode, translate, sell, resell, or exploit in any way (including “mirroring”) any portion of the Site or the Content for any commercial purpose.

The Parts Town and 3PLENISH logos and other trademarks on the Site are owned by, licensed to, or, where required, used with permission, by 3PLENISH. You may use the 3PLENISH logo (solely in the size and format) on your web site solely to link to the home page of the Site located at www.3plenish.com, but you may not use the 3PLENISH logo in any way that suggests that you or your business are associated with, sponsored by or affiliated with 3PLENISH. You may not use, reproduce, copy, or manipulate the Parts Town or 3PLENISH logos and trademarks, of any other trademarks appearing on the Site, in any other manner without the prior, written approval of 3PLENISH or other applicable trademark owner.

SUBMISSIONS

By disclosing or offering any information to us, including comments, computer files, documents, graphics, suggestions, ideas, or other information (each, a “Submission”), either through your use of the Site or otherwise, you authorize 3PLENISH to make such copies thereof for any purpose, including without limitation to facilitate the posting and storage of the Submission on the Site. By making a Submission, you automatically grant, and you represent and warrant that you have the right to grant, to 3PLENISH an irrevocable, perpetual, non-exclusive, transferable, royalty-free, worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Submission for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Submission, and to grant and authorize sublicenses of the foregoing.

You represent and agree that all information that you provide to us in connection with your access to and use of the Site is true, accurate, and complete to the best of your knowledge and belief. By making a Submission, you represent that you have all requisite rights to, and are authorized to disclose, all of the information contained in the Submission. You are fully responsible for any Submission you make and for the legality, reliability, appropriateness, and originality thereof.

HYPERLINKS; NO ENDORSEMENTS

The Site may contain hyperlinks to other web sites which are not maintained by 3PLENISH (each, a “Linked Site”). These Linked Sites are provided solely as a convenience to our visitors. We are not responsible for any of the content of Linked Sites and we make no representations whatsoever concerning the content or accuracy of, opinions expressed in, or other links provided by Linked Sites. The inclusion of any hyperlink to Linked Sites, or the display or references on the Site to any names, marks, products or services of third parties, does not imply endorsement by 3PLENISH of those Linked Sites, any content on such Linked Sites, or any other referenced products or services. The terms of service and privacy policies applicable to Linked Sites may be different from those applicable to our Site. You will need to make your own independent judgment regarding your interaction with Linked Sites. If you decide to access any Linked Sites, you do so entirely at your own risk, and 3PLENISH will have no liability for any loss or damage arising from your access or use of any Linked Site. Since 3PLENISH is not responsible for the availability of these Linked Sites, or their contents, you should direct any concerns regarding a Linked Site to the administrator of that web site. You agree that you will bring no suit or claim against us arising from or based upon any such use of Linked Sites. Hyperlinks to Linked Sites are not intended to imply that (i) we are affiliated or associated with any Linked Site, or (ii) any Linked Site is authorized to use any of our trademarks, trade names, logos, or copyrights.

PURCHASE OF GOODS

3PLENISH does not sell any goods through the Site. However, if you are a subscriber to certain 3PLENISH services, you may elect for 3PLENISH to facilitate certain of your product orders placed with and fulfilled by certain suppliers, including third-party suppliers and/or other divisions of Parts Town, LLC (the “Supplier(s)”). YOU ACKNOWLEDGE AND AGREE THAT ANY SUCH PURCHASES OF GOODS WILL BE SUBJECT TO AND EXCLUSIVELY GOVERNED BY SUCH SUPPLIERS’ TERMS AND CONDITIONS OF SALE. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THESE TERMS OF USE (OR IN THE TERMS OF USE FOR A SUPPLIER THAT IS A DIVISION OF PARTS TOWN, LLC OR AN AFFILIATED COMPANY OF PARTS TOWN, LLC), NEITHER 3PLENISH NOR ANY OF ITS PARENTS, SUBSIDIARIES OR AFFILIATED COMPANIES SHALL HAVE ANY LIABILITY OR OBLIGATION TO YOU ARISING FROM OR RELATING TO YOUR PURCHASE OF GOODS FROM SUPPLIERS, THE PROVISION AND SALE OF WHICH SHALL BE GOVERNED SOLELY BY THE APPLICABLE SUPPLIER’S TERMS, CONDITIONS AND AGREEMENTS. YOU AGREE THAT ANY PURCHASE OF GOODS FROM SUPPLIERS ARE ENTIRELY AT YOUR OWN RISK, INCLUDING ANY SUCH ORDERS OR PURCHASES THAT MAY BE FACILITATED BY 3PLENISH OR THROUGH THE SITE ON YOUR BEHALF.

TERMINATION OF ACCESS

We may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, or the rights or property of visitors to or users of the Site, including our customers. We reserve the right at all times to disclose any information that we deem necessary to comply with any applicable law, regulation, legal process or governmental request. We also may disclose your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes. You acknowledge and agree that we may preserve any transmittal or communication by you with us through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or if we determine that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms of Use; (iii) respond to claims that any such data violates the rights of others; or (iv) protect the rights, property or personal safety of 3PLENISH, its employees, users of or visitors to the Site, and the public.

You agree that 3PLENISH may, in its sole discretion, terminate your access to all or part of the Site, without prior notice or liability at any time and for any reason or for no reason, including without limitation: (a) if we determine that you have violated these Terms of Use; (b) at the request of law enforcement or other government agencies; (c) at your request (self-initiated account deletions); (d) upon the discontinuance or material modification of the Site or any service offered on or through the Site; or (e) upon the occurrence of unexpected technical issues or problems. Following any termination of access, you will continue to be bound hereunder to the fullest extent applicable. You agree that we will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

Upon being notified that your access is terminated, you must destroy any materials you have obtained from the Site. You may not access the Site after your access is terminated without our written approval. After terminating your access, 3PLENISH will retain all rights, including all intellectual property rights, proprietary rights, and licenses retained in these Terms of Use, and the limitations upon your use and treatment of Content will remain in full force.

COPYRIGHT POLICY

If you believe in good faith that any Content or Submission has been used in a way that constitutes copyright infringement, you may forward the following to us: (i) your contact information, including your name, address, telephone number, and email address; (ii) identification and description of each copyrighted work that you claim has been infringed; (iii) the exact URL or location of the material that you claim is infringing; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and (vi) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owners. The foregoing information should be sent to us either by (a) post sent to PARTS TOWN, LLC, 3PLENISH Division, 1200 Greenbriar Dr., Addison, IL 60101 , Attn: Michael O’Shea, or (b) email sent to our Copyright Agent, Michael O’Shea, at info@3plenish.com.

DISCLAIMER

THE USE OF THIS SITE BY YOU AND YOUR COMPANY IS AT YOUR AND ITS SOLE RISK. ACCORDINGLY, THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. 3PLENISH, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND CONTENT PROVIDERS DO NOT WARRANT OR PROMISE THAT: (i) THE CONTENT OR ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THIS SITE OR ANY THIRD PARTY WEB SITE ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE OR QUALITY; (ii) THE USE OF THIS SITE OR ANY THIRD PARTY WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SITE WILL MEET YOUR REQUIREMENTS; (iii) THE USE OF THIS SITE OR ANY SUCH THIRD PARTY WEB SITE WILL ALLOW YOU TO OBTAIN ANY PARTICULAR RESULTS WHATSOEVER; (iv) ANY DEFECTS IN THE SITE OR IN THE CONTENT WILL BE CORRECTED; (v) THE SITE AND THE CONTENT ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS (AND IF YOUR USE OF THE SITE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, 3PLENISH IS NOT RESPONSIBLE FOR THOSE COSTS); (vi) CONTENT PROVIDED ON THE SITE IS APPLICABLE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE THE UNITED STATES; OR (vii) ANY PORTIONS OR VERSIONS OF THE SITE THAT 3PLENISH IN ITS DISCRETION HAS TRANSLATED INTO ANY LANGUAGE OTHER THAN ENGLISH ARE COMPLETE AND ACCURATE. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. 3PLENISH DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 3PLENISH DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY OTHER 3PLENISH SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. DISCONTINUATION OF USE OF THIS SITE AND THE CONTENT IS YOUR SOLE RIGHT AND REMEDY FOR ANY DISSATISFACTION WITH THE SITE OR ANY OF THE CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

3PLENISH MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCT, INCLUDING WITHOUT LIMITATION ANY PRODUCT THAT YOU PURCHASE FROM SUPPLIERS, EVEN 3PLENISH FACILITATES THE PURCHASE ORDERS FOR SUCH PRODUCTS. 3PLENISH SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES FOR MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE. Any comments, complaints, claims or questions that you may have regarding any products should be directed to the applicable Supplier.

LIMITATION OF LIABILITY

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL 3PLENISH, ITS PARENTS, SUBSIDIARIES, AFFILIATES OR CONTENT PROVIDERS, OR THEIR RESPECTIVE CONTRACTORS, SUPPLIERS, CONTENT PROVIDERS, AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS OF EACH OF THE FOREGOING (COLLECTIVELY, “REPRESENTATIVES”), BE LIABLE TO YOU, YOUR COMPANY, OR ANY THIRD PARTY FOR ANY (i) THIRD PARTY CLAIMS, OR (ii) INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, EXPENSES OR COSTS OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) UNDER ANY THEORY OF TORT, CONTRACT, INDEMNITY, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF 3PLENISH OR ITS REPRESENTATIVES WERE ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. 3PLENISH SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING OR FACILITATING THE ORDER OR DELIVERY OF PRODUCTS OR ANY OTHER PERFORMANCE. NOTHING IN THIS SECTION SHALL LIMIT EITHER PARTY’S LIABILITY: (A) IN TORT FOR ITS WILLFUL OR INTENTIONAL MISCONDUCT; OR (B) FOR BODILY INJURY OR DEATH PROXIMATELY CAUSED BY ITS NEGLIGENCE.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS OF USE, 3PLENISH OR ANY OF OUR REPRESENTATIVES ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE OR ANY CONTENT, OUR LIABILITY SHALL IN NO EVENT EXCEED $100 IN ANY CALENDAR YEAR. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT SHALL ANY 3PLENISH AGENT OR AFFILIATE HAVE ANY LIABILITY OR RESPONSIBILITY RELATED TO ANY TRANSACTION BETWEEN YOU AND 3PLENISH.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless 3PLENISH, its parents, subsidiaries and affiliated companies, and their respective officers, directors, employees, representatives, and agents, from and against all claims, demands, suits, or other proceedings, and all resulting loss, damage, liability, cost, and expense (including reasonable attorneys’ fees) due to or arising out of or in connection with: (i) your access to and use of the Site, including without limitation your Submissions; (ii) your access to and use of the Content; (iii) your violation of these Terms of Use; (iv) your violation of any rights of any third party; (v) injury to person, property, business, or otherwise related to the products or other performance by 3PLENISH in relation to any transaction with you facilitated by 3PLENISH or through the Site, even if, to the extent permitted by law, arising from 3PLENISH’s negligence; or (vi) any use in any aircraft of any product purchased in any transaction with a Supplier that may be facilitated by 3PLENISH or through the Site, AND YOU ACKNOWLEDGE AND AGREE THAT PRODUCTS PURCHASED IN ANY TRANSACTION WITH A SUPPLIER THAT MAY BE FACILITATED BY 3PLENISH OR THROUGH THE SITE, ARE NOT DESIGNED OR INTENDED FOR USE IN AIRCRAFT. We reserve, and you grant to us, the right to assume the exclusive defense and control of any matter subject to indemnification by you hereunder. Our indemnification rights and remedies and all of our other rights and remedies provided in these Terms of Use shall be non-exclusive rights and remedies for 3PLENISH and you agree that 3PLENISH may pursue any other legal theory or claim, whether based in law or equity, against you. This Section shall be construed in favor of providing defense and indemnification.

GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Use shall be interpreted and construed in accordance with the laws of the State of Illinois. Any controversy or claim arising out of or relating to these Terms of Use, or the making, performance or interpretation hereof, including without limitation alleged fraudulent inducement hereof, or otherwise with respect to the business relationship between the parties, shall be settled by binding arbitration in Chicago, Illinois by one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any arbitration award may be entered in any court having jurisdiction thereof.

WAIVER OF JURY TRIAL

YOU HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THESE TERMS OF USE AND THE MATTERS CONTEMPLATED HEREBY.

MISCELLANEOUS

You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

Subject to the “Other Agreements” section below, these Terms of Use and any other documents incorporated by reference herein (as each may be revised and amended from time to time according to their respective terms) collectively constitute the entire agreement with respect to your access to and use of the Site and the Content, and any and all other written or oral agreements or understandings previously existing between you and 3PLENISH with respect to such use are hereby superseded and cancelled.

Our electronically or otherwise properly stored copy of these Terms of Use will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms of Use in connection with any action or proceeding arising out of or relating to these Terms of Use.

Any provisions of these Terms of Use that are reasonably inferable to have been intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification and your indemnification obligations) will continue in effect beyond any such termination of access to this Site. Except as provided the “Indemnification” section above, these Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

We may assign our rights and duties under these Terms of Use at any time to any third party without notice. You may not assign these Terms of Use without our prior written consent.

Our failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by 3PLENISH of any provision or any right we have to enforce these Terms of Use, nor shall any course of conduct between 3PLENISH and you or any other party be deemed to modify any provision of these Terms of Use.

In the event that any provision of these Terms of Use is held to be illegal, invalid or unenforceable under any present or future law, rule or regulation, such provision shall be deemed stricken from these Terms of Use, but such illegality, invalidity or unenforceability shall not invalidate any of the other provisions of these Terms of Use and the remainder of these Terms of Use shall continue in full force and effect. Further, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of these terms a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be legally possible.

The relationship between you and 3PLENISH is and shall be one of independent contractors. Nothing herein shall authorize, or be interpreted as authorizing, either party to bind the other, to incur any liability on behalf of the other, or to act as an agent for the other.

OTHER AGREEMENTS

Additional terms and conditions may apply to purchases of services from 3PLENISH and to specific portions, features or services of the Site, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site (including without limitation any End User License Agreement for any mobile application software or Subscription Agreement relating to any 3PLENISH service), the latter terms shall control with respect to your use of that specific portion, feature or service of the Site.

QUESTIONS

Please contact us with any questions regarding the Site or these Terms of Use at info@3plenish.com. Any feedback or questions that you provide to this Site shall be deemed to be non-confidential, and 3PLENISH shall be free to use such information on an unrestricted basis.