RENVU.COM’s User Agreement
Last updated: March 22, 2013
Welcome to RENVU, LLC. This User Agreement ("Agreement") describes the terms on which RENVU offers you access to renvu.com (our "Site") and RENVU services.
This Agreement is a contract between you ("you," or "user") and RENVU ("RENVU," "we" or "us" as used in this Agreement) and applies to your entire relationship with RENVU and all Services that RENVU provides.
This Agreement is effective on January 1, 2012 for all users Use of the Site or Services after January 1, 2012 constitutes your acceptance of this Agreement. We may periodically make changes to this Agreement, which will be posted on the Site and effective thirty (30) days following posting for current users or immediately for new users.
1. Introduction. RENVU is a solar equipment marketplace that allows solar professionals to buy and sell solar equipment, services and software at prices they agree upon or our pricelist.
You may use the Site or Services to list, sell, or purchase items only if you are able to form legally binding contracts, are over the age of 18, and are not temporarily or indefinitely suspended from using our Site or Services.
1.2 Prices. Prices listed are wholesale, do not include credit card processing, shipping, handling fees, taxes, and/duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market condition.
1.3 Sales Tax. RENVU charges sales tax on shipments made to California.
1.4 Order Reject. RENVU reserves the right to accept or reject any order.
1.5 Catalog/Website information. Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to any RENVU catalog, literature or websites does not constitute the right to purchase products. RENVU reserves the right to revise publishing errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in the RENVU catalogs and websites. RENVU reserves the right to cancel any and all orders resulting from such pricing errors, even if customer has received an order confirmation from RENVU.
1.6 Product Substitution. Products (and country of origin) may be substituted and may not be identical to catalog or website published descriptions and/or images.
1.7 Product Compliance and Suitability. Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. RENVU does not guarantee compliance or suitability of the products it sells with any lows, codes or regulations, nor does RENVU accept responsibility for construction, installation and/or use of product. It is customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the constraction, installation, and/or use involving the products are compliant.
1.8 Overstock Listing Fees. Registration and listing items on the Site are free, but RENVU charges both buying and selling parties shipping fees from and to its warehouses (the "Shipping Fees") and delivery or fulfillment fees (collectively referred to as the "Fees"). Fees will be disclosed to you prior to the finalization of your purchase or listing of items for sale, or if not indicated otherwise, 6.5% of the transaction price.
2. Buyer and 'Overstock Listing Seller' Responsibilities. By listing, selling, or purchasing items using the Site or Services you agree to the terms of this Agreement. You will need an email address and password to list, sell and purchase items using the Site and Services. You are solely responsible for maintaining the security of your email address and password and for all activity that occurs under your email address and password. You should not disclose your password to any other person. You are responsible for ensuring that your contact information, including your email address, mailing address, phone number and Payment Method on file with us is accurate and current.
2.1 Overstock Listing Seller Responsibilities.
(a) Item Information.
In Hand, Item Condition, Lead Time for Pickup and Shipping Costs. You agree to provide correct and accurate information about the items you list on the Site, including verifying that the technical specifications are exactly the same as the item on the page you list, their physical condition ("New" or "Refurbished" or any other condition specified) whether the items are in your physical possession ("In Hand") and, when you will be able to get them ready for pickup ("Lead Time for Pickup") if they sell. You are responsible for fulfilling the sale of your items with the exact items you listed on the Site on the Lead Time for Pickup indicated. If your items have sold and you need to modify your Lead Time for Pickup, you must do so in the manner and subject to the provisions set forth in section 2.1(b).
We will pick up the items from the location indicated within the Lead Time for Pickup indicated and will deduct from the sale price the shipping costs (usually up to 6.5% of the sale price depends on the distance between the item location and our warehouse).
Speculative Items. Speculative items or 'spec items' are items that are listed for sale or sold before the seller actually owns the items. Listing or selling speculative items is not permitted. RENVU reserves the right, in its sole discretion, to remove your listing, cancel a sale, require you to prepare your items for pick up by RENVU within a specific time after your items sell, issue you a warning, or temporarily or permanently suspend you from using RENVU's Site or Services if it suspects you of listing or selling speculative items.
(b) Reporting an Issue.
Subject to the exceptions identified in section 2.1(b)(ii), you have twenty-four (24) hours from the time your items are sold to "Report an Issue" (i.e., you no longer have the exact items you listed for sale or you can no longer prepare your items for pick up by RENVU on or before the Expected Delivery Date) without a monetary penalty. You can report an issue by contacting RENVU. If you do not report an issue within the time permitted above, you may be subject to being charged a replacement fee, other charges and/or other consequences, as specified in Section 5-Consequences. When reporting an issue, you understand and agree that your modification (including but not limited to, your modification to the Lead Time for Pickup) may not be accepted and RENVU may, in its sole discretion, cancel the sale without further notice to you and not pay you for the sale. If you report an issue more than three (3) times within a twelve (12) month period, RENVU reserves the right, in its sole discretion, to issue you a warning, or temporarily or permanently suspend you from using RENVU's Site or Services.
(c) Payments. Sellers will generally be sent their payments within thirty (30) business days (but it may be longer) following RENVU's confirmation of the Buyer's receipt of items. Payment receipt times will vary depending on payment method chosen by the Seller.
2.2 Buyer Responsibilities. When a Buyer places an order by clicking the "Add To Cart" button or completing a phone order, the Buyer is entering into a binding contract with the Seller to purchase the items. At the time the order is placed, RENVU obtains an authorization from the Buyer's Payment Method for the price of the items, Shipping Fees, Fees and any taxes when identified (the "Total"). In most cases, the charge for the Total will be applied to the Payment Method within forty-eight (48) hours of placing the order. The Total is remitted to RENVU, and the price paid for the items is disbursed to the Seller according to our payment policy. Although an authorization is not a charge, credit card and debit card issuers may place a hold on funds when an authorization is obtained by RENVU. Please contact your financial institution to better understand their policies. In all cases, RENVU is not responsible for any bank fees or other penalties resulting from authorizations and/or charges to the Buyer's credit or debit card when the Buyer places orders.
3. Your relationship with us.
3.1 General. No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement. You acknowledge that by using the Site and Services you are doing business in California under the laws of the State of California.
3.3 Recording Calls. You understand and agree that RENVU may, without further notice or warning and in its sole discretion, monitor or record telephone conversations you or anyone acting on your behalf has with RENVU or its agents for quality control and training purposes and for its own protection. You acknowledge and understand that, while your communications with RENVU may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by RENVU, and RENVU does not guarantee that recordings of any particular telephone calls will be retained or retrievable.
3.4 Fraud Protection. In our effort to protect our Buyers and Sellers we may screen Item sales or listings for signs of fraud using algorithms or automated systems, which may result in automatic cancellation of sales or listings and temporary or permanent suspension of accounts. If your transaction is cancelled in error, or your account suspended in error, please contact us and we may reinstate your account or listing, in our sole discretion.
4. Things we don't allow. If you engage in any activity set forth in this Section 4, you may be subject to any and all of the Consequences set forth in Section 5, in RENVU's sole discretion.
4.1 Offline Transactions. You agree not to use the RENVU Site or Services to (a) contact other RENVU users, (b) invite contact with other RENVU users, or (c) solicit sales outside of RENVU. RENVU is not responsible for any damages or lost profits that result from RENVU users directly contacting other RENVU users or for any damages or lost profits resulting from transactions conducted outside of RENVU, including transactions that originate at RENVU and are taken offline, or transactions facilitated through the use of any RENVU social media outlet or other off Site communication.
4.2 Inappropriate Behavior. You agree not to use abusive language or behave in an abusive manner to any RENVU employee or user.
4.3 Illegal Activity. You agree not to use this Site or the Services for unlawful purposes or in an unlawful manner. You agree to comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site and Services and the listing, selling, buying, and use of items. You agree to pay any and all local, state, federal, or international taxes that may be due. You agree not to use or permit anyone to use information provided through the Site or our Services for any unlawful or unauthorized purpose. You agree not to register under a false name or use an invalid or unauthorized Payment Method. You agree not to copy, modify, or distribute any content from the Site, including RENVU's copyrights and trademarks, and/or link to the Site without RENVU's prior written permission.
4.4 Double Posting and Removal of Items. To post an Item for sale on the Site you must first register with the Site. Once an Item is posted, we strongly discourage posting that Item for sale elsewhere. If you do post your Item for sale elsewhere and the Item sells elsewhere or otherwise leaves your control after you list it, you must then remove your Item listing from RENVU.
4.5 Stolen Property. The sale of stolen property on RENVU is strictly forbidden and violates state, federal and international law. RENVU strongly supports law enforcement efforts to recover stolen property that is listed on the Site, and urges the prosecution of those responsible for knowingly attempting to sell such items on RENVU. Stolen property includes items taken from private individuals, as well as property taken without authorization from companies or governments.
4.6 Promotional Materials. In case buyers' names and addresses are provided to Sellers, it is for the sole purpose of shipping the specific purchased Item(s) and may not be used by the Seller for any other purpose, either in connection with such shipment(s) or separately from such shipment(s). If you are a Seller, you agree not to include in your shipment to the Buyer any promotional or other commercial material that is not provided or approved by RENVU. This includes, without limitation, material that announces a website or invites the Buyer to visit a website other than RENVU, catalogs, business cards, business reply cards, bookmarks, coupons, flyers, solicitations or other marketing or advertising material. You agree not to separately contact the Buyer at any time for any reason or represent to any Buyer that you are affiliated with or a representative of RENVU.
4.7 Misrepresentation of Items. You must accurately answer all questions asked during the listing for sale process, including whether the items are In Hand, the Lead Time for Pickup. You must not withhold any relevant information, whether or not we request it. Inaccurate presentation of Item possession status, item condition, quantity in hand, minimum order, quality, or other information is not allowed.
5.1 Investigations. We may investigate complaints and violations of our policies. You agree to cooperate fully with such investigations, including without limitation, providing us specific information regarding your right to an Item, the source of an Item, your acquisition of an Item, and the price you paid for an Item.
5.2 Violations, Termination and Suspension. We may take any action that we deem appropriate in our sole discretion (including without limitation issuing a warning, temporarily or permanently suspending you from using the Site or Services, denying access, removing a listing or recommending you edit a listing) if: (a) you breach this Agreement or any policy it incorporates by reference; (b) you are unwilling to cooperate with our investigation of a complaint or reported violation; (c) we are unable to verify or authenticate any information you provide; (d) you engage in an activity set forth in Section 4 of this Agreement; or (e) we believe your conduct may cause legal liability for you, for other users, or for RENVU. You agree that payments owing to you for sales made through this Site or through use of our Services may be suspended or delayed pending our investigation. RENVU is not obligated to pay you for any sales if we have a good faith basis to believe such sales were unlawful, in bad faith, or otherwise made in violation of this Agreement.
5.3 Disclosure of Information. You agree that RENVU may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties. RENVU will cooperate to ensure that violators are prosecuted to the fullest extent of the law. RENVU will also respond to all inquiries initiated by governmental agencies or as otherwise legally compelled.
5.4 Making Adjustments. If (a) a sale is cancelled for any reason; (b) you engage in an activity set forth in section 4 of this Agreement; (c) we reasonably believe that you have committed fraud or other illegal act or omission during any buying or selling activity; (d) subject to the exceptions set forth in Section 2.1(b), you are not able to produce the exact items that you listed on the Site or prepare the items for pickup on or before the Lead Time for Pickup or you otherwise fail to fulfill the sale of your items; (e) you send incorrect, misrepresented, invalid, fraudulent or counterfeit items for any sale or portion of a sale; or (f) you otherwise owe RENVU a specific amount, then you authorize RENVU to withhold payment or charge your Payment Method any amount you owe us and all reasonable costs RENVU incurs due to your conduct, including but not limited to, a late shipment fee or late delivery fee, shipping re-routing charges, the cost of replacement items, coupons, gift certificates, refunds, and other costs required to compensate the Buyer or Seller for his or her bad experience. We may also first deduct any amount you owe us from any amount we owe you. Closing of accounts or opening and maintaining more than one account does not alter your total liability to us, and we may combine amounts due to us from multiple accounts.
6. We own the intellectual property rights to our Site and Services.
6.1 Ownership of Intellectual Property. You acknowledge and agree that (i) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, "Intellectual Property") are, and shall remain, our sole property, and (ii) nothing in this Agreement shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of RENVU's Intellectual Property.
6.2 Copyright. The software, the Site and/or our Services, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of RENVU or its suppliers, and are protected by U.S. and international copyright, trademark and other laws. The compilation (meaning the collection, arrangement, and assembly) of all content on the Site or through our Services is the exclusive property of RENVU and protected by U.S. and international copyright law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the Site or through our Services is strictly prohibited.
7.1 User Content. When providing us with content or posting content on RENVU's Site or through our Services ("User Content"), you grant us a non-exclusive, perpetual, transferable, irrevocable, assignable, royalty-free, fully paid up, sub-licensable (through multiple tiers) right and license to use, reproduce, distribute (through multiple tiers), create derivative works from, publicly perform, display, store, digitally perform, make or deliver digital audio transmissions, encode, transcode, publish (online, on the Site, on any other website(s), as well as through mobile channels, and offline, in print, radio, television or elsewhere), make, have made, sell, offer for sale, import and commercialize User Content, or any portion thereof, in any manner and context, in any way, in any and all media now known or hereinafter developed and on any device(s), whether or not portable, wired, or wireless, without limitation, throughout the universe, and without any compensation or acknowledgment to you or any third party.
You agree that the rights you grant above are irrevocable during the entire period of the protection of your intellectual property rights associated with such User Content. You agree that RENVU is not under any obligation, whether of confidentiality, attribution or otherwise, and will not be liable for any use or disclosure of any User Content. You agree to waive your right to be identified as the author of User Content and your right to object to derogatory use or treatment of such User Content. If RENVU does decide, in its sole discretion, to attribute User Content to you, you hereby grant RENVU the right to use your name (and/or any user name), image, likeness, and/or photo with respect to such attribution, and waive any claims (including, without limitation, any privacy or publicity rights claims) with respect to such use of your name, image, likeness and/or photos. You further acknowledge that RENVU (a) is under no obligation to post, display or otherwise use any User Content, and (b) has no obligation whatsoever to provide you any compensation for the use or display of your User Content or otherwise from the exercise of RENVU's rights granted under this Section, even if RENVU is compensated there from.
By submitting User Content you certify that either (i) you are eighteen (18) years old or are an emancipated minor and have the right to submit the User Content and grant the licenses provided hereunder, or (ii) you are at least thirteen (13) years old and have obtained your parent's or legal guardian's express consent to submit the User Content and to grant the licenses provided hereunder.
You are prohibited from posting any libelous, obscene, defamatory, pornographic, or other materials that would violate any laws. However, if such content is posted, RENVU will have no liability related to the content. You acknowledge and agree that RENVU has the right (but not the obligation) to monitor the User Content that you or third parties post, to alter or remove any such User Content, to disclose such User Content and the circumstances surrounding its transmission to any third party in order to operate the Site or our Services properly, to protect ourselves and third parties, and to comply with legal obligations or governmental requests. Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate accounts of users who may be repeat infringers of intellectual property rights of third parties.
You hereby agree not to initiate, support, maintain, or authorize any action, claim, or lawsuit against RENVU or its owners/operators, affiliates, and/or licensors, or any other person, on the grounds that any use of User Content, or any derivative works thereof, infringe any of your rights as creator of the User Content, including, without limitation, trademark rights, copyrights, publicity rights, privacy rights, and moral rights.
7.2 Contributions. By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to RENVU, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) RENVU is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) RENVU shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media now known or later developed and throughout the universe; (d) RENVU may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of RENVU without any obligation of RENVU to you; and (f) RENVU is free to use any ideas, concepts, or techniques that you send RENVU for any purpose, including but not limited to, developing and marketing products that incorporate such ideas, concepts or techniques; and (g) you are not entitled to any compensation or reimbursement of any kind from RENVU under any circumstances.
7.3 DMCA Take Down Notice Procedure. If you are a copyright owner or an agent of a copyright owner and believe that any User Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing RENVU with the following information in writing, (pursuant to 17 U.S.C 512(c)(3)):
a. The physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit RENVU, the service provider, to locate the material;
d. Information reasonably sufficient to permit RENVU, the service provider, to contact you, such as an address, telephone number, and, if available, an email address;
e. A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
f. A statement, under penalty of perjury, that the information in the notification is accurate that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You must provide notice of claimed infringement to RENVU by mail to RENVU, LLC., 656 Georgia Ave. Palo Alto, CA 94306; by email to info@RENVU.com; or by phone at 1.650.468.0557. You acknowledge that if you fail to comply with all of the requirements of this Section 7.3, your DMCA notice may not be valid.
Counter-Notice. If you believe that your User 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 User Content, you may send a counter-notice containing the following information to RENVU at the address(es) listed above:
i. Your physical or electronic signature;
ii. Identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled;
iii. A statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification; and
iv. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by RENVU, RENVU may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the User Content provider, member or user, the removed User 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 RENVU's sole discretion.
8. Your warranties to us.
You represent and warrant that any information you provide to us, to other users, or to visitors (a) is not false, inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) does not involve the sale of counterfeit or stolen items; (d) does not infringe any third party's copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) does not violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (f) does not contain any viruses or any programming that is intended to damage, interfere with, intercept or expropriate any system, data or personal information; and (g) is not intended to circumvent or violate the letter and spirit of this Agreement and the lawful functioning of RENVU's solar equipment marketplace.
You warrant that you will comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site and Services, including without limitation, laws pertaining to the setting of the price of your items. You acknowledge that RENVU does not monitor or obtain the item value or total amount paid by the Seller of items listed on the Site.
You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to the User Content and to grant the rights and licenses to RENVU under all patent, trademark, trade secret, copyright or other proprietary or intellectual property rights in and to any and all User Content in the manner contemplated this Agreement; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of such person or, if such persons are minors, the written consent, release, and/or permission of such minor's parent or legal guardian.
Your breach of these warranties may subject you to the consequences set forth in Section 5.
9.1 No Warranty. Except for the express warranties stated in this Agreement, RENVU provides the Site and Services on an "as is" basis and "as available" basis without any warranties of any kind. RENVU (inclusive of any of its service providers and licensors) makes no warranty with respect to its software, any items, any event, any user content the Services RENVU provides, or that Sellers or Buyers will perform as promised, and RENVU expressly disclaims all such warranties, whether express, statutory or implied, including without limitation any warranties of merchantability, title, non-infringement of third-party rights or fitness for a particular purpose. This warranty disclaimer affects your legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion may not apply to you.
9.2 Tax Indemnity. You agree that RENVU is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf. You shall indemnify and hold RENVU and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys' fees) incurred by RENVU that arise out of any third party or governmental claim that involves, relates to or concerns any federal, state, county, city, or other tax obligation or amounts due or owing under any tax regulation, law, order or decree. You agree to provide RENVU with your Social Security Number, EIN or tax ID if necessary for RENVU to provide information to the Internal Revenue Service related to payments you receive from us and further authorize RENVU to release that information to the IRS or other competent governmental body.
9.3 Change or Suspension of Site. RENVU reserves the right at any time to modify or discontinue, temporarily or permanently, the Site, the Services, or any part of the Site or Services with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site or any Services under this Agreement, for any reason. We do not guarantee continuous, uninterrupted or secure access to our Site or Services, which may be interfered with by numerous factors outside of our control. RENVU is never, for any reason, responsible for items listed on the site that do not sell, including items that remain unsold during a full or partial Site outage.
9.4 Regular Maintenance. When a Seller lists items on RENVU, the listing is generally available for purchase within 24 hours of posting the listing after review of RENVU employee or service provider, but it may take longer than 24 hours for the listing to appear on the Site after posting. RENVU is not responsible for unsold items resulting from listing delays. RENVU also performs regularly-scheduled daily maintenance from 11 p.m. to 3 a.m. Pacific Time. Emergency maintenance can occur at any time, but is limited to after 11 p.m. when possible. During maintenance periods, the Site or our Services may be temporarily unavailable. RENVU is not responsible for unsold items resulting from Site or Service maintenance.
9.5 Sale of Items. RENVU does not provide any guarantee that your items will sell and will not provide any compensation for items that do not sell on our Site or through our Services.
10. Legal Notices/Information.
10.1 Notices. Before initiating, joining or participating in any judicial or arbitration proceeding ("Proceeding") either as an individual litigant or member of a class, you must provide RENVU with: (1) written notice of your claim, at least twenty-one (21) days before initiating any Proceeding, explaining in reasonable detail the nature of the claim and any supporting facts; and (2) a reasonable good faith opportunity to resolve the claim without the necessity of a Proceeding. This includes any claims or disputes involving RENVU or any of its affiliates or subsidiaries. Your written notice must be sent via registered mail to RENVU Inc., Attention: Legal Department, 656 Georgia Ave., Palo Alto, CA 94306.
If initiating a Proceeding or otherwise providing us with a legal notice, such Proceeding or legal notice shall be served on RENVU's national registered agent (in the case of RENVU) or your email address on file with us (in your case). Notice by us to you shall be deemed given twenty-four (24) hours after the email is sent. Alternatively, we may give you legal notice by mail to the physical address you have on file with us. In such case, notice shall be deemed given three (3) days after the date of mailing, regardless of whether any such notice is returned to us. It is your responsibility to keep your contact information updated.
10.2 Time Period for Initiating a Proceeding. You agree that any cause of action arising out of or related to this Agreement or your access to or use of our Site, Services, or tools must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
10.3 Governing Law. This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions.
10.4 Dispute Resolution. If a dispute arises between you and RENVU, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and RENVU agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing.
- Law and Forum for Disputes - You agree that any Claim or dispute either party may have against the other must be resolved exclusively by a state or federal court located in San Francisco, California, except as otherwise agreed by the parties in writing or as described in the Arbitration Option paragraph below. Both parties agree to submit to the personal jurisdiction of the courts located within San Francisco, California for the purpose of litigating all such Claims or disputes.
- Arbitration Option - For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or solely based on written submissions, the specific manner (telephone, online and/or by written submission) shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties in writing; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Improperly Filed Claims - All Claims you bring against RENVU must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to the Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to the Dispute Resolution Section, RENVU may recover attorneys' fees and costs up to $1000, provided that RENVU has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.
10.5 Limitation of Liability. You will not hold RENVU responsible for other users' content, actions, or inactions, including without limitation the listing and/or selling of items in violation of local, state, national or international laws. RENVU is a marketplace for solar professionals to buy and sell solar equipment. While we may help facilitate the resolution of disputes, we have no control over and do not guarantee the accuracy, quality, safety, or legality of items advertised, the truth or accuracy of users' content or listings, the ability of Sellers to sell items, the ability of Buyers to pay for items, or that a Buyer or Seller will actually complete a transaction.
We exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use our Site and Services.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total Shipping Fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100.
10.6 Release. RENVU acts as a solar marketplace only to bring Buyers and Sellers together to list, sell, and purchase items from one another and from RENVU. Sellers set Item prices and those prices may be higher or lower than the value of the Item. In all cases, selling items as well as placing items that are sold are transactions between Buyers and Sellers. The fulfillment of Item sales, not including delivery and shipment of items, is the responsibility of the Seller. If you have a dispute with one or more registered users, as a Buyer or Seller, you release RENVU and all affiliated companies, officers, directors, agents, parents, subsidiaries, legal representatives and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. You acknowledge that California Civil Code Section 1542 provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You agree to waive California Civil Code Section 1542 and any similar laws of any other jurisdiction.
10.7 Indemnity. You agree to indemnify and hold RENVU and (if applicable) any parent, subsidiaries, affiliates, officers, directors, attorneys, agents, employees, licensors and suppliers (the "RENVU Indemnitees") harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by RENVU and (if applicable) any RENVU Indemnitee that arise out of any claim asserted by a third party that involves, relates to or concerns any of your actions or omissions on this Site or pertaining to the Services, including but not limited to your breach of this Agreement, your violation of any law or the rights of a third party, and/or arising out of User Content you submit, post, transmit, modify or otherwise make available through the RENVU Site or Services.
10.8 Miscellaneous. This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected. RENVU may assign or transfer this Agreement at any time. You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of RENVU, which we can refuse in our sole discretion. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their permitted successors and assigns. The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.