Effective Date: July 13, 2018
MDS Tools is a service by MDS Tools, Inc. (“MDS Tools”, “us”, “we” or “our”). We provide a service of rebates (“Rebate(s”) to buyers on https://mds.tools (the “Site”). Sellers list their items for sale on the Site and provide the URL to where the item can be purchased. Rebates are claimed through the Site, and we send the check to the buyer for the Rebate.
Termination or Suspension
These Terms and Conditions are effective when accepted by you and will remain in effect until you or we terminate your account. We may terminate these Terms and Conditions and your use of or access to the Site at any time, for any reason or no reason. Any violation of these Terms and Conditions may result in cancellation of your Account and/or forfeiture of pending or prior Rebates. We may, in our sole discretion, at any time and without prior notice, discontinue, cancel, suspend, change or limit access to all or any part of the Site. You agree that MDS Tools will not be liable to you or to any third party for any modification, suspension, or termination of these Terms and Conditions or your access to the Site. If you are dissatisfied with any aspect of the Site or the Services at any time, your sole and exclusive remedy is to cease using the Site and the Services and terminate your account. Upon any termination of your account, your right to use and access the Services and to receive Rebates, will terminate. Termination will not prejudice either your or our remedies at law or in equity.
THE SITE AND ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MDS Tools DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
Limitation of Liability
TO THE GREATEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER MDS Tools NOR ANY OF ITS AFFILIATES, SHAREHOLDERS, LICENSORS, SUPPLIERS, OR ADVERTISERS, NOR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE OR WILL BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR PRODUCTS CONTAINED ON THE SITE, ANY LINKED SITE OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE. WITHOUT LIMITING THE FOREGOING, TO THE GREATEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT MDS Tools SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (I) THE USE OR THE INABILITY TO USE THE SITE, PRODUCTS, SERVICES OR ANY LINKED SITE; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF MDS Tools; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR ANY LINKED SITE; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE; (VII) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY; (VIII) THE QUALITY, SAFETY OR LEGALITY OF PRODUCTS ADVERTISED ON THE SITE; AND/OR (IX) ANY OTHER MATTER RELATING TO THE SITE, OR MDS Tools SERVICES. THE MAXIMUM TOTAL AGGREGATE LIABILITY OF MDS Tools, ITS AFFILIATES, SHAREHOLDERS, LICENSORS, SUPPLIERS, ADVERTISERS AND SPONSORS, AND ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS AND OTHER REPRESENTATIVES, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ALL DAMAGES, LOSSES SUFFERED BY YOU AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF THE TOTAL AMOUNT OF MONIES RECEIVED BY MDS Tools FROM YOU OR $100 USD.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
All right, title, and interest in the Site and the Services belong solely to MDS Tools or its licensors. Additionally, MDS Tools shall maintain all right, title, and interest in “MDS Tools” and any other marks, service marks, trademarks, or logos of MDS Tools (collectively, the “Marks”) that are registered in the U.S. and other countries. The Marks owned by MDS Tools, whether registered or unregistered, may not be used in connection with any product or service that is not offered by MDS Tools, in any manner that is likely to cause confusion with customers, or in any manner that disparages MDS Tools. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Mark without the express written permission of MDS Tools, MDS Tools’s licensors or suppliers, or the third-party owner of any such Mark. Misuse of any Marks is prohibited, and MDS Tools will aggressively enforce its intellectual property rights in such Marks, including via civil and criminal proceedings. You shall not mention or use MDS Tools in any ad text, extensions or banner ads without the express written consent of MDS Tools.
Governing Law; Dispute Resolution
The validity, construction, and interpretation of this Agreement, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the State of California in the United States, without regard to conflicts of law provisions contained there. You agree that any dispute, claim or controversy arising out of or in connection with MDS Tools’s business, the Services or this Agreement or relating in any way to the Site shall be determined by binding arbitration. You further agree that the U.S. Federal Arbitration Act and federal arbitration law shall govern the interpretation and enforcement of this agreement to arbitrate. You also agree to waive the right to a trial by jury or to participate in a class action. These waivers are mutual as between you and MDS Tools, and MDS Tools waives its right to a trial by jury or to participate in a class action against you. This means that neither you nor MDS Tools can seek to assert class or representative claims against each other either in court or in arbitration and no relief can be awarded on a class or representative basis. The arbitrator also may not consolidate or join another person’s claim with your claim or issue an order that would achieve the same result. You and Rebate Key further agree that if the provisions of this paragraph are found to be unenforceable, then the entire provision compelling arbitration shall be null and void. You also agree that all issues are for the arbitrator to decide. This includes all issues related to the scope, application, interpretation and enforceability of this Agreement and this arbitration provision. The arbitrator shall also decide whether any claim is subject to arbitration. The arbitration will be governed by the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at www.adr.com. The arbitrator is bound by the terms of this Agreement. If your claim in arbitration is for less than $50,000, MDS Tools will reimburse you for filing and arbitrator fees at the conclusion of the proceeding unless your claim is found to be frivolous by the arbitrator. In lieu of arbitration, you may also elect to have your claims decided in small-claims court, so long as the small-claims court does not permit class, representative, or consolidated actions, or the award of relief in favor of any person or entity that is not a named party to the small-claims action.
You may not assign your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void. Headings under this Agreement intended only for convenience and shall not affect the interpretation of this Agreement. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral (including without limitation, earlier versions of this Agreement that may have been accepted by you).