Terms And Conditions
BINDING AGREEMENT. IMPORTANT! PLEASE READ CAREFULLY. The terms and conditions set forth below, including incorporation by reference of any other policies, guidelines or laws, constitute a legal agreement (“Agreement”) between Scott Credit Union (herein “Scott Credit Union.”), its third party digital storefront vendor, MyBrand Promo Inc (“Seller”) and you (“You” or “Buyer”) with respect to your visit to shop.scu.org (the “Site”), including without limitation any purchases made on the Site. MyBrand Promo Inc hosts this online e-commerce platform and makes all sales that occur at this Site. By making a purchase or otherwise using the Site, you agree to be bound by its terms. If you do not agree with or do not wish to be bound by all of the terms and conditions of this Agreement, do not use or make a purchase on the Site. Scott Credit Union and Seller hereby expressly reject in advance different, additional or conflicting terms of any other kind whatsoever to these terms and conditions. Buyer agrees that no such different, additional or conflicting terms, and no modification or waiver of any of these terms and conditions, will be binding on either Scott Credit Union or Seller unless approved expressly in writing by Scott Credit Union or Seller’s authorized representative. You also acknowledge and accept that by using the Site, you agree to be bound by Scott Credit Union Privacy Policy Statement which is incorporated by reference as if fully set forth herein. Further, Scott Credit Union. reserves the right, at any time, to modify, change, alter or update the Site, the Agreement, and/or any policy incorporated herein by reference. You also acknowledge and accept that by using the Site, you agree to be bound by any modified terms and conditions on the Site or the Privacy Policy.
WARRANTY. Scott Credit Union and Seller warrant that at the time of a sale to Buyer the good(s) sold hereunder will conform to any specifications expressly set forth on the Site. NEITHER SCOTT CREDIT UNION NOR SELLER MAKES ANY OTHER WARRANTY OF ANY KIND WITH RESPECT TO THE GOODS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS SECTION. THE WARRANTIES STATED IN THIS SECTION ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESSED OR IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Buyer’s sole and exclusive remedy for any breach of Scott Credit Union. or Seller’s warranty shall be the repair or replacement of nonconforming goods, or, at Scott Credit Union. or Seller’s option, the refund of the purchase price. This warranty is conditioned upon and subject to Buyer using goods in accordance with all applicable instructions and recommendations and shall not be applicable to any goods that have been damaged, misused, abused, altered, improperly installed or used in a manner contrary to Scott Credit Union or Seller’s instructions or recommendations.
Buyer will inspect the goods immediately upon receipt thereof. Buyer must notify Seller within five (5) business days from receipt of any defect or claimed non-conformity. If Buyer does not provide notice of non-conformity within such time period, the goods will be deemed to be in conformance with this Agreement and Buyer will be deemed to have accepted the goods accordingly. Upon Seller’s receipt of timely notice of non-conformity, Seller will investigate the alleged non-conformity and if Seller agrees that the good(s) supplied fails to conform to the terms of this agreement, Seller shall replace the non-conforming Product(s), at its sole cost and expense CIP Buyer’s address (Incoterms 2010), within a reasonable time after its receipt of Buyer’s notice.
RETURNS. No goods may be returned for any reason without Seller’s prior consent (warranty claims shall be handled per the Warranty section hereof), but if such unauthorized return shipments are made to Seller, Seller reserves the right to refuse the shipment or to accept it, and in the latter case, the shipment will be held as Buyer’s property and without responsibility to Seller. Seller may decline to allow any claim/credit for goods returned without consent. Transportation charges for returned goods shall be paid by Buyer, unless expressly agreed by Seller.
LIMITATION OF LIABILITY. Neither Scott Credit Union nor Seller shall not be liable for, and Buyer assumes, all personal injury and property damage resulting from, the handling, possession, processing or use of goods. IN NO EVENT SHALL Scott Credit Union OR SELLER OR ANY PARENT, SUBSIDIARIES, AFFILIATES, REPRESENTATIVES, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, SUBCONTRACTORS, DISTRIBUTORS, VENDORS, SUPPLIERS OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BUYER’S CLAIM BE IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SCOTT CREDIT UNION OR SELLER’S LIABILITY FOR ANY AND ALL LOSS OR DAMAGE FROM ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE GOOD(S) IN RESPECT OF WHICH THE CLAIM IS MADE. THE REMEDIES, AND LIMITATIONS CONTAINED IN THIS AGREEMENT WILL BE THE SOLE AND EXCLUSIVE REMEDIES OF BUYER.
ORDERS. After placing an order, you will receive an email from Seller acknowledging that it has received your order (“Order Confirmation”). Please note that this does not mean that your order has been accepted. Your order constitutes an offer to Seller to buy a product. All orders are subject to acceptance by Seller, and it will confirm such acceptance to you by sending you an email confirming the shipment of your order (the “Shipping Confirmation”). A contract with Seller will only be formed when it sends you the Shipping Confirmation. The contract will relate only to those products whose shipment it has confirmed in the Shipping Confirmation. Seller will not be obliged to supply any other products which may have been part of your order in a separate Order Confirmation. It reserves the right to refuse service to anyone at any time or to cancel your order at any time before it has accepted it and it may rescind its acceptance and cancel your order where there has been an obvious error in price or where the product is no longer in inventory. Seller reserves the right to add and/or remove items on the Site or to limit quantities of items sold for any reason, at any time.
PRICING. Pricing is subject to change without notice. Order Confirmations in no way represent a fixed priced arrangement. All purchases are expressly conditional on acceptance of this Agreement -- all other terms and conditions are expressly rejected. Buyer must notify Seller prior to order fulfillment if this condition is not acceptable.
ERRORS. Occasionally there may be information on the Site that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. In the event of such errors, Seller shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Seller shall issue a credit to your credit card account in the amount of the incorrect price. Seller reserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Site or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). Scott Credit Union or Seller is under no obligation to update, amend or clarify information on the Site or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date on the Site or on any related website, should be taken to indicate that all information on the Site or on any related website has been modified or updated.
MODIFICATIONS. The provisions of any order may only be waived, varied, modified, or amended by written instrument executed by or on behalf of Seller.
SHIPMENTS. Goods produced hereunder shall be shipped EXW Seller’s address and no allowance will be made by Seller for loss or damage to the goods after delivery to the carrier. This means that the risk of loss and title for such items pass to you upon our delivery of the items to the carrier. Seller may determine the carrier and routing of all shipments. Any specified shipping dates are estimates and not guarantees.
TAXES AND FREIGHT. Taxes or other governmental charges imposed with respect to manufacture, sale, delivery or use of goods shall be added as required by the laws in effect at time of delivery. Any increase in the cost to Seller of producing, selling or delivering the goods or of procuring materials used therein resulting from action or regulation by carrier or by any governmental authority, may at Seller’s option be added to the price of the goods, retroactive to the effective date of the increase.
PAYMENT AND CREDIT. Buyer shall be liable to Seller for any and all loss or damage sustained by reason of Buyer’s failure to timely pay or stay within agreed payment terms, including Seller’s reasonable attorneys’ fees incurred in collecting any past-due amounts whether or not suit is instituted. Seller may issue credit to Buyer in lieu of conforming goods in accordance with the Returns section herein.
INTELLECTUAL PROPERTY AND SITE CONTENTS. Unless otherwise noted, the logos, copyrightable expressions, depictions, trademarks and trade names on the Site, and any and all materials related thereto (collectively “Intellectual Property”) is proprietary and the sole and exclusive property of Scott Credit Union including its subsidiaries, affiliates, licensees and licensors. Any use of such Intellectual Property without the express written consent of Scott Credit Union is strictly prohibited. Further, any recommendations of Scott Credit Union or Seller on the Site are not intended to suggest uses or operations which would infringe on any patents, trademarks, copyrights or other intellectual property rights and neither Scott Credit Union nor Seller assumes any responsibility or liability for any such infringement. Either Scott Credit Union or Seller may - without liability to Buyer - cancel deliveries of any goods the manufacture, sale or use of which may, in Scott Credit Union or Seller’s judgment, infringe on any third party intellectual property rights. Buyer shall hold Scott Credit Union. and Seller and their parents, subsidiaries, affiliates, agents, and representatives harmless from and indemnify them against any judgment, loss or expense, including reasonable attorneys’ fees, incurred by them as a result of any claim of infringement of intellectual property rights resulting from their compliance with any designs, specifications or instructions of Buyer or from Buyer’s use of the goods.
If you believe that your intellectual property rights have been infringed by someone else by way of the Site, you may contact us by emailing the following information to dedicated email address ecommerce@mybrandpromo.com:
- a description of the intellectual property rights and an explanation as to how they have been infringed;
- a description of where the infringing material is located;
- your address, phone number and email address;
- a statement by you, made under penalty of perjury, that (i) you have a good-faith belief that the disputed use of material in which you own intellectual property rights is not authorized, and (ii) the information that you are providing is accurate, correct, and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
- a physical or electronic signature of the person authorized to act on behalf of the owner of the exclusive right that has allegedly been infringed.
USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS. You shall not upload, post, email, transmit, or otherwise make available through the Site, any material or information that
- infringes any copyright, trademark, trade secret, patent, right of privacy, right of publicity, or other right of any person or entity, or which you otherwise do not have a right to make available.
- is or could reasonably be viewed as unlawful, harmful, harassing, defamatory, libelous, obscene or otherwise objectionable;
- is or could reasonably be viewed as invasive of another’s privacy; or
- which contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Site, or any computer software or hardware or telecommunications equipment associated with the Site.
You agree that any information, feedback, questions, comments and/or submissions that you provide to Scott Credit Union or Seller in connection with this Site (“Submissions”) will be deemed to be provided to us on a non-confidential and non-proprietary basis and will become and remain our property. We shall have no obligations of any kind with respect to any Submissions and shall be free to reproduce, use, disclose and/or distribute any Submissions for any purpose whatsoever, without limitation, without any compensation to you. You also agree that we shall be free to use any ideas, concepts or techniques embodied in the Submissions for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products or services incorporating such ideas, concepts, or techniques.
We may, but are under no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that any comments you post on the Site will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Site. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
PROHIBITED ACTS. In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Site, the products available thereon, or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Site. We reserve the right to terminate your account and your use of the Site or any related website for violating any of the prohibited uses.
NO LICENSE. Use of the Site does not transfer or in any way confer a right or license in the Intellectual Property. The Site may display content that is not the property of Scott Credit Union right or transfer to any other party’s intellectual property is granted herein.
COMPLIANCE WITH LAWS. Seller represents that in producing the goods sold hereunder, it will comply with the Fair Labor Standards Act, as amended, and the regulations and orders of the U.S. Department of Labor thereunder, and all other applicable laws and regulations.
U.S. SITE. The Site is controlled and operated from within the United States of America, and are intended for use only by residents of the United States. Scott Credit Union makes no representations or warranties that the content or materials of the Site are appropriate or lawful in any foreign countries, or that any items or applications offered for sale or download through links on the Site will be available outside the United States. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You may not use or export any content downloaded or otherwise removed from the Site, or any copy or adaptation of such content, in violation of any applicable laws or regulations.
GOVERNING LAW. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Missouri, as it is applied to agreements entered into and to be performed entirely within such state, without regard to conflict of law principles.
INITIAL DISPUTE RESOLUTION. Seller is available by email at ecommerce@mybrandpromo.com to discuss any concerns you may have regarding your use of the Site. Most concerns may be quickly resolved in this manner. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
BINDING ARBITRATION AGREEMENT. IF THE PARTIES DO NOT REACH AN AGREED UPON SOLUTION WITHIN A PERIOD OF THIRTY (30) DAYS FROM THE TIME INFORMAL DISPUTE RESOLUTION IS PURSUED PURSUANT TO THE PARAGRAPH ABOVE, THEN EITHER PARTY MAY INITIATE BINDING ARBITRATION. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ITS FORMATION, PERFORMANCE AND BREACH), THE PARTIES’ RELATIONSHIP WITH EACH OTHER AND/OR YOUR USE OF THE SITE, SHALL BE FINALLY SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”) IN ACCORDANCE WITH THE PROVISIONS OF ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES OF THE AAA, EXCLUDING ANY RULES OR PROCEDURES GOVERNING OR PERMITTING CLASS ACTIONS. THE ARBITRATOR, AND NOT ANY FEDERAL, STATE OR LOCAL COURT OR AGENCY, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ALL DISPUTES ARISING OUT OF OR RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY OR FORMATION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO ANY CLAIM THAT ALL OR ANY PART OF THESE TERMS IS VOID OR VOIDABLE. THE ARBITRATOR SHALL BE EMPOWERED TO GRANT WHATEVER RELIEF WOULD BE AVAILABLE IN A COURT UNDER LAW OR IN EQUITY. THE ARBITRATOR’S AWARD SHALL BE BINDING ON THE PARTIES AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THE PROCEDURES AND RULES OF THE FEDERAL ARBITRATION ACT SHALL EXCLUSIVELY GOVERN THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION.
THE AAA’S RULES GOVERNING THE ARBITRATION MAY BE ACCESSED AT WWW.ADR.ORG OR BY CALLING THE AAA AT 1.800.778.7879. TO THE EXTENT THE FILING FEE FOR THE ARBITRATION EXCEEDS THE COST OF FILING A LAWSUIT, SCOTT CREDIT UNION WILL PAY THE ADDITIONAL COST. A REQUEST FOR PAYMENT OF FILING FEES SHOULD BE SUBMITTED TO AAA ALONG WITH YOUR FORM FOR INITIATING THE ARBITRATION, AND SCOTT CREDIT UNION WILL MAKE ARRANGEMENTS TO PAY ALL NECESSARY FILING FEES DIRECTLY TO AAA.
THE PARTIES UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.
CLASS ACTION WAIVER. THE PARTIES FURTHER AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. IF ANY COURT OR ARBITRATOR DETERMINES THAT THE CLASS ACTION WAIVER SET FORTH IN THIS PARAGRAPH IS VOID OR UNENFORCEABLE FOR ANY REASON OR THAT AN ARBITRATION CAN PROCEED ON A CLASS BASIS, THEN THE ENTIRE ARBITRATION PROVISION SET FORTH ABOVE SHALL BE DEEMED NULL AND VOID IN ITS ENTIRETY AND THE PARTIES SHALL BE DEEMED TO HAVE NOT AGREED TO ARBITRATE DISPUTES.
ARBITRATION/CLASS ACTION WAIVER OPT-OUT. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth in the preceding paragraphs by sending written notice of your decision to opt out to the following address: 9260 Dielman Industrial Drive, Saint Louis, Missouri 63132. The notice must be sent within thirty (30) days of creation of an account via the Site, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. In the event that you opt out of these provisions, you knowingly waive the right to bind Scott Credit Union by them.
EXCLUSIVE VENUE FOR LITIGATION. Solely to the extent the arbitration provisions set forth above do not apply, or for purposes of any party enforcing an award granted to it pursuant to arbitration, the parties agree that any litigation between them shall be filed exclusively in the federal district court for the Eastern District of Missouri, or, if federal subject matter jurisdiction is lacking, then in the state courts located in St. Louis County, Missouri. The parties expressly hereby consent to exclusive jurisdiction in the aforesaid courts for any litigation, hereby also consent to personal jurisdiction in said courts for any litigation and waive, for all purposes, their right to challenge the lack of personal jurisdiction of said courts over any litigation arising in connection with, out of, or as a result of this Agreement, the Site.
ONE YEAR TIME LIMIT. You agree to commence any arbitration proceeding (or litigation, if applicable) with respect to this Agreement within one year after the claim arises. You agree that any proceeding commenced after this date is barred.
EXCUSE OF PERFORMANCE. Neither Scott Credit Union nor Seller shall be subject to any liability for delay or nonperformance to the extent that such delay or nonperformance results from circumstances beyond the reasonable control of Scott Credit Union or Seller, including without limitation, fire, flood, earthquake, windstorm or other natural catastrophe or Act of God, explosion, accident, breakdown, labor shortage or labor trouble including strike and lockout, data corruption or data hack, embargo, war, terrorism, riot or criminal activity, action or request of any governmental authority, delay or failure of carriers, contractors or public utilities, inability to obtain necessary raw materials, supplies or energy.
PERSONAL INFORMATION. Your submission of personal information to the Site is governed by our Privacy Policy. You are solely responsible for the care, safety and security of your account details, including without limitation, any passwords, log on or account information or details.
COMMUNICATIONS. In connection with your use of the Site, Scott Credit Union or Seller may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.
LINKS TO OTHER WEBSITES. This Site may include links to other Internet sites maintained by third parties ('Linked Sites'). Scott Credit Union and Seller provide Linked Sites to you solely as a convenience, and the inclusion of Linked Sites does not imply endorsement by Scott Credit Union or Seller of the Linked Sites in any way. You access Linked Sites at your own risk and by accessing them you leave the Scott Credit Union. Site. Linked Sites are not under the control of Scott Credit Union or Seller and they are not responsible for the contents of any Linked Site.
ADVERTISEMENTS AND COMMERCIAL CONTENT. Scott Credit Union. or Seller may use advertising and other commercial or sponsored content that they believe is valuable to users and advertisers. You give Scott Credit Union and Seller permission to use your name, profile picture, content, and information in connection with commercial, sponsored, or related content served or enhanced by them. You understand that they may not always identify paid services and communications as such.
SOFTWARE. If you download or use software from the Site, such as a stand-alone software product, an app, or a browser plugin, you agree that from time to time, the software may download and install upgrades, updates and additional features from Scott Credit Union or Seller in order to improve, enhance, and further develop the software. You will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from Scott Credit Union or Seller unless they give you written permission.
MICROSOFT MAPPING PRIVACY AND TERMS OF USE. Your use of mapping available on this Site is governed by the Microsoft Terms of Use and Microsoft Privacy Statement. Microsoft reserves the right to change the Microsoft Terms of Use and Privacy Statement at any time, at their sole discretion. For additional information, please see Microsoft Terms of Use and Microsoft Privacy Policy.
DENIAL OF ACCESS. If in Scott Credit Union sole discretion you fail to comply with any term or provision of this Agreement, Scott Credit Union may deny you access to the Site. In the event of denial of access by Scott Credit Union you are no longer authorized to access the Site, and the restrictions imposed upon you with respect to material copied or downloaded, and the disclaimers and limitations of liabilities set forth in these Terms of Use, shall continue in force.
SEVERABILITY. If any term or provision of this Agreement, or the application thereof to any person, entity or circumstance, shall to any extent, be invalid, illegal or unenforceable, the You agree that provision be stricken in its entirety and the balance of the Agreement shall remain in full force and effect to the fullest extent of the law.
Paragraph Headings. The paragraph headings throughout this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement.
Amendment. The Agreement may not be modified or amended except by writing executed by both parties
ENTIRE AGREEMENT. These Terms of Use constitute the entire agreement between you and Scott Credit Union and Seller relating to the subject matter addressed herein and supersedes all prior agreements and undertakings, oral and written, between the parties with respect to the subject matter hereof.