WEBSITE TERMS OF USE

Last Modified: July 1, 2024

These Website Terms of Use, the Privacy Policy found (www.stockdales.com/privacy%20policy) , and any other documents expressly incorporated by reference herein collectively form an agreement (collectively, this “Agreement”) by and between you individually as well as the organization you represent (collectively, “Customer” or “you”) and Stockdale’s LLC ("Stockdale’s") and governs Customer’s access to and use of the website found at www.stockdales.com.

Please read this Agreement carefully before using the Site. By accessing or using the Site or clicking to accept this Agreement, you accept and agree to be bound and abide by the Agreement. If you do not want to be bound by the terms and conditions of this Agreement, you must not access or use the Site.

You represent and warrant that you agree to be bound by the terms and conditions of this Agreement. You may not order or obtain products or services from this Site if you do not agree to be bound by this Agreement, if you are not at least 18 and have reached the legal age to form a binding agreement with Stockdale’s, or if you are prohibited from accessing or using this Site or its contents, goods, or services by applicable law.

1. Overview. The Site is made available to users who have reached the age of majority (the age at which one is considered an adult with power to contract on one’s own behalf). By using this Site, you represent and warrant that you are at least age 18 and have reached the age of majority and are competent to form a binding contract. If you do not, please do not access or use the Site. Stockdale’s may amend these Terms of Use or other parts of the Agreement from time to time in its sole discretion and such revisions will apply to your use of the Site thereafter once posted to the Site. Your continued use of the Site indicates your acceptance of and agreement to be bound by the revised Terms of Use and Agreement.
2. Access and Use.
   • Right to Modify. Stockdale’s may withdraw, modify, or restrict access to the Site or any part of it in its sole discretion and without notice. Stockdale’s may discontinue the Site at any time. Stockdale’s shall have no liability if the Site or any part of it is unavailable at any time for any period.
   • Access. You are solely responsible for making all arrangements necessary (including paying any rates and fees necessary) to have access to the Internet, data networks, devices, compatible software and hardware, and other goods and services to the extent necessary to access and use the Site. You acknowledge that your access to and use of the Site may experience delays or errors due to reliance on the Internet and electronic communications systems. You are responsible for ensuring that others who access and use the Site through your internet connection comply with the terms and conditions of this Agreement.
   • Registration. To access the Site (or certain parts of it), you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all information you provide is correct, current, and complete. All the information you provide to register for the Site or otherwise is governed by the Privacy Policy [www.stockdales.com/privacy%20policy], and you consent to all actions taken with respect to your personal information that are consistent with the Privacy Policy.
   • Credentials. If you choose or receive a user name, password, or other information as part of Stockdale’s security procedures, you must treat such information as confidential and must not disclose it to anyone else. You acknowledge that your account is personal and you agree not to provide any other person with access to the Site or parts of it using your credentials. You shall notify Stockdale’s right away if you discover or suspect any unauthorized access to or use of your account. You shall protect the confidentiality of your credentials and use caution when accessing your account from a public or shared computer. You acknowledge that Stockdale’s may disable any user name, password or other credentials at any time in our sole discretion for any reason or no reason, including if we believe you have violated this Agreement.  
3. Restrictions.
   • General. You may only view the Site for your personal, non-commercial purposes (including by allowing your computer to store copies of the Site materials temporarily in RAM incidental to accessing and viewing the Site and by allowing your computer to store files automatically cached by your browser to enhance the display) and only if you meet the eligibility requirements set forth above and comply with the terms of the Agreement. Stockdale’s reserves any rights not expressly granted in this Agreement. You must comply with all applicable laws and this Agreement when accessing and using the Site and use the Site only for lawful purposes.
   • No Copying. Except to the extent such restrictions are prohibited by applicable law, you may not copy, reproduce, modify, adapt, disassemble, reverse engineer, decompile, distribute, sell, resell, lease, license, perform, display, download, transfer, transmit, stream, broadcast, create derivative works from, translate, circumvent any anti-piracy technology or features that enforce limitations on use of, otherwise alter or attempt to discover the source code, object code, or other portion of, or otherwise use or exploit the Site except as expressly permitted in this Agreement. You may not access any portion of the Site for commercial purposes. You may not remove any copyright, trademark, or other intellectual property or other proprietary notices from any portion of the Site. You shall not link to, mirror, or frame the Site or any part of it. If you breach these restrictions, your right to use the Site will cease immediately and you must, at Stockdale’s option, return or destroy any copies of materials from the Site that you have made.
   • No Disruption. You shall not (i) use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other user’s use of the Site, (ii) use, cause, or launch any robot, spider, program, script, or other automatic device, process, or means to access the Site for any purpose, including scraping, indexing, surveying, data mining, monitoring or copying any of the material available through the Site, (iii) use any manual process to monitor or copy any of the material available through the Site, (iv) use any device, software, or routine that interferes with the proper working of the Site, (v) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful, (vi) attempt to gain unauthorized access to, interfere with, damage, impair, or disrupt any parts of the Site, the server on which transmissions through the Site are stored, or any server, computer, database, system, or network connected to the Site, (vii) attack the Site via a denial-of-service attack or a distributed denial-of-service attack, (viii) otherwise attempt to burden or hinder the operation of the Site, interfere with the proper working of the Site, or the use and enjoyment of them by others as determined by Stockdale’s in its sole discretion.
   • No Abuse. You shall not use the Site to: (i) promote or engage in any illegal or unauthorized use or in any way that violates applicable federal, state, local, or international law or regulations (including without limitation, any laws regarding the export or re-export of data or software to and from the US or other countries); (ii) impersonate any person or entity; (iii) stalk or harass any other person; (iv) harm or exploit minors in any way, including by requesting personal information from them or displaying inappropriate content; (v) falsely state or misrepresent your affiliation with another person or entity or to impersonate or attempt to impersonate Stockdale’s, a Stockdale’s employee, another user, or any other person or entity, whether by using that person’s email address, screen name, or other indicia associated with the foregoing or otherwise or that misleadingly give the impression that they emanate from or are endorsed by Stockdale’s or any other person or entity if that is not the case; (vi) provide any false or misleading data or materials likely to deceive others; (vii) infringe any patent, trademark, trade secret, service mark, copyright, or other intellectual property right of another person; (viii) access or use the account of another user; (ix) distribute or procure the sending of unsolicited or unauthorized advertising, surveys, contests, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or other messages for any commercial purposes; (x) distribute computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (xi) “hack” or access without permission Stockdale’s proprietary or confidential records or those of any other third party; (xii) transmit, upload, post or promote any libelous, abusive, offensive, harassing, violent, inflammatory, threatening, defamatory, obscene, indecent, sexually explicit, pornographic, or otherwise objectionable materials (as determined by Stockdale’s in its sole discretion), materials that promote discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, age, or other materials that could give rise to any civil or criminal liability under U.S. or international law; (xiii) promote any illegal activity or advocate, promote, or assist any unlawful act; (xiv) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person; or (xv) deploy or use bots, robots, web crawlers, or other similar electronics or computer code to scrub, copy, or capture data.
4. Intellectual Property.
   • Site Generally. The Site and its content, features, and functionality are owned by Stockdale’s and its licensors and are protected by intellectual property laws. All rights not expressly granted in this Agreement are hereby expressly reserved. Any breach of this Agreement may violate intellectual property laws. No right, title, or interest in or to the Site or any part of it is transferred to Customer.
   • Marks. All information and data that is part of this Site, including without limitation, photographs, text, graphics, illustrations, images, video clips, manuals and guides, and blog posts (collectively, “Content”), and the design, selection, and arrangement of the Content, and all trademarks, service marks, trade dress, logos and tag lines displayed in this Website (collectively, the “Trademarks”), and the products that are advertised and/or made available for purchase, as well as the copyrights, patents, trademark rights, and other intellectual property rights arising out of the foregoing are the sole and exclusive property of Stockdale’s or its licensors. All other Trademarks and Content appearing on the Site are proprietary to Stockdale’s, its licensors, or third parties. Customer shall not use any of the foregoing marks without permission from Stockdale’s or the applicable mark owner.
   • Intellectual Property Notices. Customer shall not delete or alter any copyright, trademark, or other proprietary rights notices associated with the Site or the content, functionality, or features that are part of the Site.
5. User Contributions. The Site may allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) reviews, content, or materials (collectively, “User Contributions”) on or through the Site.
   • Standards. All User Contributions and other content you post to or through the Site or knowingly receive, download, upload, use, or re-use in connection with the Site must comply with Stockdale’s content standards, which includes compliance with Section 3(b)–(d) and other terms and conditions of this Agreement, as well as additional content standards Stockdale’s may publish from time to time. The User Contributions must comply with all federal, state, local, and international laws and regulations. Without limiting the foregoing, the User Contributions must not: (i) promote, advocate, assist in, or engage in any illegal activity or unauthorized use or any way that violates applicable federal, state, local, or international law or regulations (including without limitation, any laws regarding the export or re-export of data or software to and from the US or other countries); (ii) impersonate any person or entity; (iii) stalk or harass any other person; (iv) harm or exploit minors in any way, including by requesting personal information from them or displaying inappropriate content; (v) falsely state or misrepresent your affiliation with another person or entity or to impersonate or attempt to impersonate Stockdale’s, a Stockdale’s employee, another user, or any other person or entity, whether by using that person’s email address, screen name, or other indicia associated with the foregoing or otherwise or that misleadingly give the impression that they emanate from or are endorsed by Stockdale’s or any other person or entity if that is not the case; (vi) provide any false or misleading data or materials likely to deceive others; (vii) infringe any patent, trademark, trade secret, service mark, copyright, or other intellectual property right of another person; (viii) access or use the account of another user; (ix) distribute or procure the sending of advertising, surveys, sales, contests, promotional materials, sweepstakes, barter, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or other messages for any commercial purposes; (x) distribute computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (xi) “hack” or access without permission Stockdale’s proprietary or confidential records or those of any other third party; (xii) contain any libelous, abusive, offensive, harassing, violent, inflammatory, threatening, defamatory, obscene, indecent, hateful, sexually explicit, pornographic, or otherwise objectionable materials (as determined by Stockdale’s in its sole discretion), materials that promote discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age, materials that promote sexually explicit or pornographic material, or other materials that could give rise to any civil or criminal liability under U.S. or international law or that otherwise may be in conflict with this Agreement; (xiii) promote any illegal activity or advocate, promote, or assist any unlawful act; (xiv) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person; or (xv) violate the legal rights (including privacy rights and publicity rights) of others or contain any material that could give rise to liability or conflict with this Agreement
   • Permission. All User Contributions you post for public display to or through the Site will be considered non-confidential and non-proprietary. By posting any User Contributions on the Site, you grant Stockdale’s and its service providers and each of their licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, create derivative works from, and otherwise use and disclose to third parties any such User Contributions for any purpose.
   • Representations. You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the permission set forth above, that your User Contributions will comply with the content standards set forth in this Agreement, that the User Contributions and your use of them will comply with the terms of this Agreement, and that the User Contributions do not infringe the copyright, trademark, trade secret, privacy rights, publicity rights, or other intellectual property or other rights of any third party. You acknowledge that you are responsible for any User Contributions you submit or contribute and that you, not Stockdale’s, have full responsibility for such content, including its legality, reliability, accuracy, and propriety. Stockdale’s is not responsible or liable to any third party for the content or accuracy of any User Contributions by you or any other user of the Site.
   • Monitoring and Moderation. Stockdale’s has the right to remove or refuse to post any User Contributions for any reason or no reason in its sole discretion. Stockdale’s may take any action with respect to User Contributions that it deems necessary or appropriate in its sole discretion, including if it believes that any User Contributions violate this Agreement (including the Standards), infringes the intellectual property or other rights of any person, threatens the personal safety of users of the Site or the public or could create liability for Stockdale’s. Stockdale’s may disclose your identity or other information about you to any third party who claims that User Contributions you post violate their rights, including their intellectual property rights or privacy rights. Stockdale’s may take legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site. Stockdale’s may terminate or suspend your access to all or part of the site for any or no reason, including without limitation any violation of this Agreement. Without limiting the foregoing, Stockdale’s has the right to cooperate fully with any law enforcement authorities or court order requesting or directing Stockdale’s to disclose the identity or other information of anyone posting any posting any materials on or through the Site. You waive and hold harmless Stockdale’s and its licensees and service providers from any and all claims resulting from any action taken by Stockdale’s or a third party during or as a consequences of investigations of either Stockdale’s or law enforcement authorities. However, you acknowledge and agree that Stockdale’s cannot review all User Contributions or third party material before it is posted on the Site and cannot ensure prompt removal of objectionable User Contributions or material after it has been posted. Accordingly, Stockdale’s assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
6. Copyright Infringement Policy. If you believe any User Contributions accessible on or from this Site infringe your copyrights, you may request removal of those materials (or access to them) from the Site by submitting written notice to our designated agent identified below. We will respond to notices of alleged copyright infringement that comply with applicable law. Please kindly include the phrase “copyright infringement” in the subject line to facilitate handling. Such written notice must include: (a) your physical or electronic signature, (b) identification of the copyright-protected work(s) you believe to have been infringed, (c) identification of the material you believe to be infringing (in a manner sufficiently precise to allow us to locate that material), (d) your contact information (including name, postal address, phone number, and email address), (e) statement that you have a good faith believe that use of the copyright-protected material is not authorized by the copyright owner, its agent, or the law, (f) a statement that the information in the written notice is accurate, and (g) a statement under penalty of perjury that you are authorized to act on behalf of the copyright owner. Our designated agent for copyright notices is:

Designated Agent: Vickey Stewart

Stockdale’s LLC

180 Old Nashville Highway LaVergne, TN

Email: [email protected]

If you fail to comply with all the requirements of 17 U.S.C. § 512(c)(3), your notice may not be effective. If you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees under 17 U.S.C. § 512(f)). It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to the Copyright Agent: (a) your physical or electronic signature; (b) a description of the content that has been removed or to which access has been disabled and the location where the content appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (d) your name, address, telephone number, and e-mail address and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If we receive a counter-notice, we may send a copy to the original complaining party informing the complainant that Stockdale’s may replace or enable the removed content in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Stockdale’s sole discretion.

7. Terms of Sale. These terms are an integral part of the Agreement that applies general to your use of the Site are subject to all other provisions of this Agreement. Some portions of the Site require log in credentials in order to make a purchase. You agree not to allow others to use your log in credentials to make purchases and you agree that you are using your own log in credentials to make purchases. You agree that you are responsible for all acts and omissions associated with use of your log in credentials and account. Stockdale’s sells certain agricultural, home, sports, automotive, and pet & wildlife products and services within the United States through the portion of the Site found at [www.stockdales.com/products]. The terms of sale in this Section 7 apply to purchases made through this portion of the Site:
   • General. Just like the remainder of this Agreement, the terms and conditions of this Section 7 are subject to change without prior written notice and such modified terms and conditions will become effective as of the “Last Modified” date set forth at the top of this Agreement. Your continued use of the Site thereafter constitutes your acceptance of the modified Agreement.
   • Purchases. You agree that when you place an order, you are making an offer, under the terms of this Agreement, to purchase all products listed in your order to be picked up in-person at the selected Stockdale’s store. Only if Stockdale’s accepts the order (which it may choose to do in its sole discretion, even after sending you a confirmation email with order number and details of the items you have ordered) will Stockdale’s be obligated to sell the products to you. You may cancel your order any time prior to issuance of the confirmation email. Orders must be picked up in-store on the pick-up date and at the designated pick-up location provided in the confirmation email during Stockdale’s business hours. Pick-up dates are estimates only and are not guaranteed. You must display the confirmation email at time of pick-up. If an order is not picked up within three (3) days of the pick-up date, the order will be canceled, a refund will be issued for any charges for that item, and the item will be returned to the shelf.
   • Pricing. Prices posted on the Site may differ from prices offered at Stockdale’s locations. All prices, discounts, and promotions posted on the Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in the order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or other ancillary charges. Such taxes and charges will be added to the total of the prices for the ordered products and services and will be itemized in your shopping cart and order confirmation email. Stockdale’s strives to display correct information, but occasionally Stockdale’s makes typos, includes inaccurate information, and/or omits relevant information related to pricing and availability. Stockdale’s reserves the right to correct such errors, inaccuracies, and/or omissions at any time and to cancel any orders arising from the foregoing.
   • Paymen Stockdale’s must receive payment before it will accept an order. Stockdale’s accepts all major credit cards. You represent and warrant that the credit card information you provide is true, correct, and complete, that you are authorized to use such credit card for the purchase, that the charges incurred will be honored, and that you will pay the charges incurred as posted plus additional applicable taxes and ancillary charges, if any, regardless of the amount quoted on the Site at the time of your order.
   • Retrieval. Purchased products may be retrieved at the store location identified on the order confirmation email on or after the date specified in the order confirmation email during Stockdale’s business hours. The date specified in the order confirmation email is an estimate only and cannot be guaranteed. Stockdale’s is not liable for any delays to such date. In order to retrieve your purchased products, you must bring your order confirmation email and appropriate identification with you to the store location specified in the order confirmation email. Stockdale’s shall have no obligation to allow you to retrieve purchased products without a copy of the order confirmation email and identification satisfactory to Stockdale’s. Title and risk of loss pass to you upon full payment and pick-up of the item.
   • Returns and Refunds. Stockdale’s may accept returns of a product purchased via the Site for a refund of your purchase price (less any ancillary charges), in each Stockdale’s store location’s sole discretion, provided you make such return within thirty (30) days of retrieval and provided the product is returned in its original condition and with valid proof of purchase. To return the product, visit us in person at an Stockdale’s store location within thirty (30) days of your purchase with your receipt and the method of payment used for purchase. The refund will be credited back to the same payment method used to make the purchase. Stockdale’s will not refund the purchase price for any product designated non-returnable. Stockdale’s reserves the right, in its sole discretion, to determine whether or not a defective product may be exchanged or returned to Stockdale’s if the manufacturer fails to refund or exchange a product for the defective product.
   • Manufacturer’s Warranty and Disclaimers.
     • Manufacturer’s Warranty. Stockdale’s does not manufacture or control any of the products or services offered on the Site. The availability of products and services via the Site does not indicate an affiliation with or endorsement of any product, service, or manufacturer. Accordingly, Stockdale’s does not provide any warranties with respect to the products or services that may be purchased via the Site. However, the products and services that may be purchased via the Site may be covered by a manufacturer’s warranty included with the product. To obtain warranty service for defective products, please follow the instructions included in the manufacturer’s warranty.
     • Disclaimer. All products and services offered on the 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 disclaimer above may not apply to you. You acknowledge and agree that Stockdale’s shall not be liable, under any circumstances, for any breach of warranty claims or for any damages arising out of the manufacturer’s failure to honor its warranty obligations to you.

8. No Reliance. Stockdale’s makes information available on or through the Site solely for general informational purposes. Stockdale’s does not warrant the accuracy, currency, completeness, or usefulness of this information and you rely on such information strictly at your own risk. Information posted on the Site may be incomplete or out of date and Stockdale’s has no obligation to update such information. Stockdale’s disclaims all liability and responsibility arising from any reliance you or others place on the information found on the Site. The Site may include User Contributions and other material provided by third parties, All such User Contributions and third party materials are solely the opinions and responsibility of the person or entity providing those materials and may not reflect the opinion of Stockdale’s. Stockdale’s is not responsible or liable to you or any third party for the content or accuracy of any User Contributions or other materials provided by third parties.
9. Privacy. Any information Stockdale’s’s collects about you during your visit to the Site is subject to the Privacy Policy (https://www.stockdales.com/Privacy%20Policy) which is incorporated into this Agreement by this reference. By accessing and using the Site and/or by affirmatively agreeing to be bound by the terms and conditions of this Agreement, you consent to all actions Stockdale’s takes with respect to your personal information that comply with the Privacy Policy.
10. Geography. Stockdale’s is based in the State of Tennessee and provides products in the United States. Stockdale’s makes no claim that its Site is accessible or appropriate outside the United States. If you access the Site outside the United States, you do so on your own initiative and are responsible for compliance with local laws
11. Links.
    • Social Media. The Site may contain certain social media features that allow you to link to content on the Site from your own or third party websites. You may use these features solely as they are provided by Stockdale’s, solely in connection with the content associated with such features, and solely subject to this Agreement and any additional terms and conditions imposed by Stockdale’s in connection with such features. You may not establish a link from a website you do not own, allow the Site to be displayed by framing, deep linking, or in-line linking on another website, allow display of any content in connection with content that would violate the anti-abuse standards in this Agreement, or otherwise take any action regarding the Site’s materials that is inconsistent with the terms and conditions of this Agreement. Stockdale’s may disable any social media features or links at any time without notice and at Stockdale’s sole discretion. You will cooperate with Stockdale’s in causing any unauthorized framing or linking immediately to stop. Stockdale’s reserves the right to withdraw linking permission without notice in Stockdale’s sole discretion.
    • Links to Websites. Note that in some cases clicking on a link posted on the Site may take you to a third party website. For example, the Site contains links to manufacturers of products sold on the Site (among other websites). If the Site contains links to websites and resources provided by third parties, such links are provided for your convenience only. Stockdale’s does not control the content of those websites or resources and accepts no responsibility for them or any loss or damage that may arise from your use of them. If you decide to access any third party websites or resources linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites and resources.
12. Term and Termination.
    • Termination. In addition to any other legal or equitable remedies, Stockdale’s may, without prior notice to you, immediately terminate these Terms of Use, disable any user name, password or other identifier, or revoke any or all of your rights granted under these Terms of Use.
    • Effect of Termination. Upon any termination of these Terms of Use, you shall immediately cease all access to and use of this Site and Stockdale’s may, in addition to any other legal or equitable remedies, deny your access to and use of this Site, in whole or in part.
    • Post-Termination. Any termination of these Terms of Use shall not affect the respective rights and obligations of the parties arising before the effective date of termination.
    • Survival. The provisions of that, by their nature, are intended to survive termination of these Terms of Use, shall survive the termination of these Terms of Use.
13. Representations, Warranties, Disclaimers.
    • Customer Representations. You represent and warrant that you have the legal power and authority to enter into this Agreement without consent from any third party. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Site and that all information provided is true, accurate, unaltered, complete, and correct, and will contain no untrue statement or omission of material fact or data. You represent and warrant that the information you submit or post to or through the Site belongs to you and that neither such information nor granting permission to use it as set forth in this Agreement violates the terms or conditions of this Agreement or any other agreement to which you are a party. You represent and warrant that none of executing, delivering, entering into, and performing your obligations under this Agreement will violate any provision of law or any order of any court or any governmental authority to which you are subject, or conflict with, result in a breach of, or constitute a default under any contract or agreement by which you are bound. You represent and warrant that your use of the Site shall comply with all applicable laws, regulations, rules, ordinances, and court orders. You represent and warrant that you are of legal age to enter into this Agreement and that you accept and are bound by the terms and conditions of this Agreement. If you place an order on behalf of an organization or company, you represent and warrant that you have the legal authority to bind such organization or company to the terms and conditions of this Agreement. You represent and warrant that any products or services you purchase via the Site are for your own personal or household use only and not for resale or export. You further represent and warrant that all purchasers are intended for final delivery and use in locations within the US.
    • Disclaimer. You agree that your use of the Site is entirely at your own risk to the maximum extent permitted by law. Stockdale’s may disable, suspend, or remove any part of the Site or the content or features at any time if required to do so by one of its licensors or suppliers, if you have breached your obligations under this Agreement, or for any other reason or no reason at Stockdale’s sole discretion. To the maximum extent permitted by law, Stockdale’s makes no representation or warranty regarding the Site or information provided under this Agreement and expressly disclaims all representations and warranties, whether express or implied, including any warranty of non-infringement, any implied warranty of merchantability, or fitness for a particular purpose, any warranty regarding information accuracy, any warranty that access to the Site will be uninterrupted or error-free, virus-free, free of destructive code, timely, any warranty regarding quality, reliability, accuracy, timeliness, suitability, usability, completeness, security, availability, or condition of the Site, and any warranty that the Site will operate with any particular hardware, software, system, or data. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output as well as for maintaining a means external to the Site for any reconstruction of lost data. To the maximum extent permitted by law, Stockdale’s shall not be liable for any loss or damage caused by a distributed denial-of-service attack, virus, or other technologically harmful material that may infect your computer equipment, computer program. Data, or other proprietary material due to your use of the Site or any products or services obtained through the Site or your downloading of any material posted on the Site or any website linked to the Site. To the maximum extent permitted by law, the Site and related information as well as any products or services sold through it are provided on an “as-is” and “as available” basis with all faults without warranties of any kind, either express or implied. Neither Stockdale’s nor any person associated with Stockdale’s makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Site. Without limiting the foregoing, neither Stockdale’s nor anyone associated with Stockdale’s represents or warrants that the Site, its content, or any services or items obtained through the Site will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that the Site or the server that makes it available are free of viruses or other harmful components, or that the Site or any services or items obtained through the Site will otherwise meet Customer’s needs or expectations. To the fullest extent permitted by law, Stockdale’s hereby disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for a particular purpose. Stockdale’s shall not be liable for any damages caused by viruses or other forms of contamination or destructive features that affect your computer equipment, software, data, or other property on account of your access to or use of the Site. Stockdale’s makes no warranty regarding the quality, suitability, or security of third parties. The foregoing does not apply to warranties that cannot be excluded or limited under applicable law.
14. Limitation of Liability. Notwithstanding any other provision in this Agreement, to the maximum extent permitted by law, under no circumstances will Stockdale’s or its directors, employees, agents, officers, or licensors be liable to you or any third party for any incidental, special, indirect, punitive, exemplary, enhanced, or consequential damages of any kind or nature, including without limitation, loss of profits or revenues, business or profits, loss of data, diminution in value, business interruption, regardless of the form of action, whether in contract, tort, strict product liability, or otherwise, even if Stockdale’s has been advised of the possibility of such damages. Stockdale’s assumes no responsibility, and shall not be liable for any damages caused by viruses or other forms of contamination or destructive features that may affect your device, computer equipment, software, data, or other property as a consequence of your access to or use of the Site or any websites linked to the Site. Notwithstanding any other provision in this Agreement, to the full extent permitted by law, under no circumstances will Stockdale’s be liable to you for any damages in excess of the amount of the purchase price for the transaction giving rise to the claim. Stockdale’s shall have no liability for any losses, damages, or other liability related to your use of the Site, your inability to access or use the Site, even if Stockdale’s has been advised of the possibility of such damages, liability, or losses. These limitations and disclaimers do not alter your rights to the extent they cannot be altered under applicable law.
15. Indemnification. You agree to indemnify, defend, hold harmless, and reimburse Stockdale’s for all claims, judgments, settlements, causes of action, damages, deficiencies, fines, penalties, losses, costs, and expenses (including reasonable attorneys’ fees and disbursements of counsel) arising out of related to (a) your breach of the terms and conditions of this Agreement, (b) arises out of or relates to your use of the Site.
16. General.
    • Governing Law and Venue. This Agreement is governed by and shall be construed in accordance with the law of the State of Tennessee and the United States without regard to its conflict of laws principles. Any dispute arising out of this Agreement or your use of the Site shall be brought exclusively in the state or federal courts siting in Rutherford, County, Tennessee and you irrevocably agree to the personal jurisdiction of such courts. Any cause or action you may have arising out of or relating to this Agreement, your use of the Site, and/or your purchases made through the Site must be commenced within one year after the cause of action accrues or shall be permanently barred.
    • Force Majeure. Stockdale’s shall not be liable for any failure or delay in performance of its obligations when such failure or delay is due to any act of God, tornado, fire, hurricane, flood, labor strike, act of war, act of terror, government order, strikes, delays in supply, or other event similarly outside of Stockdale’s control.
    • Notice. All notices for Stockdale’s required under this Agreement shall be in writing sent by hand, certified mail return receipt requested, or reputable overnight courier service addressed to Stockdale’s, Attn: General Counsel 180 Old Nashville Highway LaVergne, TN unless changed by notice pursuant to this section. Notice to Stockdale’s sent in the foregoing manner shall be effective three (3) business days after they are sent. All notices for Customer required under this Agreement may be sent by email to the email address provided by Customer or by posting to this Site. Notices sent by email shall be effective when the email is sent and notices posted to this Site shall be effective once it is posted. It is Customer’s obligation to make sure its email address stays current.
    • Relationship. Nothing in this Agreement or your use of the Site shall create any partnership, joint venture, employment, attorney-client, or agency relationship between you and Stockdale’s.
    • No Third Party Beneficiary. This Agreement may be enforced only by the parties and their permitted successors and assigns.
    • No Assignment. This Agreement is binding on and benefits the parties and their successors and permitted assigns. Customer shall not assign or delegate any of its rights or obligations under this Agreement. If Customer undergoes a change in control, that shall be deemed an assignment for purposes of this Agreement. Any purported assignment or delegation in violation of this Section 16(f) is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
    • Severability. If a court or other tribunal of competent jurisdiction holds any provision of this Agreement invalid, illegal, or unenforceable, such provision shall be eliminated or limited to the minimum extent required and the remaining provisions of the Agreement will continue in full force and effect.
    • Remedies. Except as otherwise expressly stated in this Agreement, all remedies are cumulative, and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other.
    • Waivers. None of this Agreement’s provisions may be waived except in writing signed by the party charged with waiving its rights. No waivers shall be implied, whether from any custom or course of dealing or any delay or failure in a party’s exercise of its rights and remedies hereunder or otherwise. Any waiver granted by a party shall not obligate such party to grant any further, similar, or other waivers.
    • Amendments. Stockdale’s may amend this Agreement from time to time in its sole discretion and such revisions will apply to your use of the Site once posted to the Site. Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
    • Entire Agreement. This Agreement (including the documents incorporated by reference) is the entire agreement between the parties, superseding any and all other prior or contemporaneous agreements, promises or representations between them regarding the subject matter of this Agreement.