Terms of Service

These Terms of Service (these "Terms") are a legally binding agreement between the party accepting these Terms as set forth in this paragraph ("you") and Elide Interfaces Inc. dba Sandbar ("Sandbar," "we," "us," or "our") and apply to (i) Sandbar's physical products (the "Product"), (ii) Sandbar's mobile application used in connection with the Product (the "App"), (iii) Sandbar's website located at https://sandbar.com/ (the "Site"), and (iv) any related services that Sandbar makes available in connection with the Product, App, and/or Site ("Online Services") ((i), (ii), (iii), and (iv), collectively, the "Services"). PLEASE READ THESE TERMS CAREFULLY. WHEN YOU CREATE AN ACCOUNT, PLACE AN ORDER FOR PRODUCTS, DOWNLOAD THE APP, OR OTHERWISE ACCESS OR USE THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

BY AGREEING TO THESE TERMS, EXCEPT FOR (A) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 14, (B) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 14, OR (C) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND SANDBAR WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.

By agreeing to these Terms, you agree to our Privacy Policy located at sandbar.com/privacy-policy and our Biometric Data Policy located at sandbar.com/biometric-data-policy.

We may indicate that different or additional terms, conditions, guidelines, policies, and/or rules apply in relation to some of the Services ("Supplemental Terms"). Any Supplemental Terms become part of your agreement with Sandbar if you use the applicable Services. If there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

Sandbar may make changes to these Terms. If Sandbar makes changes, Sandbar may provide you with notice of such changes, such as by sending an email, providing a notice through the Site, or otherwise. Unless Sandbar says otherwise in its notice, the amended Terms will be effective immediately, and your continued use of the Services after Sandbar provides such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Services. Any changes to these Terms will not apply to any dispute between you and Sandbar arising prior to the date on which Sandbar posted the updated Terms incorporating such changes or otherwise notified you of such changes.

‍ORDERING AND PURCHASING THE PRODUCT; USING THE SERVICES
1. Orders. You may, from time to time, place one or more orders for the Product, either via the Site or other means we make available to you (each, an "Order"). An Order constitutes a legally binding offer given by you to us to purchase such Product specified in such Order, subject to these Terms, at the price and on the terms stated when you place such Order. All Orders are subject to acceptance by us, and we reserve the right to refuse or limit any Orders or limit any quantities. We will not be liable if a Product is unavailable or if shipment is delayed. All Orders are non-cancelable unless (a) such Order is a pre-order (in which case such Order is fully cancelable and refundable) or (b) otherwise authorized or permitted by us. We may grant or deny cancellation requests in our sole discretion. Your Order will not be considered accepted until we have received payment of the purchase price for the Product specified in the Order. We may send an acknowledgment of our receipt of your Order to the email address you provide, after your payment for the Order has been processed. Unless otherwise stated at the time you place your Order, title and risk of loss to the Product pass to you upon delivery to the common carrier for shipment, provided full payment of all sums due in respect of the Product, including any delivery charges, has been received. By purchasing the Product for shipment, you are asking us to engage a common carrier to deliver your Order. In doing so, we are providing a service to and acting on behalf of you. We reserve the right to choose any and all procedures, packaging and the common carrier of the Product sold. We may not be able to have your Order shipped to a post office box, to certain addresses, or on certain days. We reserve the right to ship your Order in multiple boxes or shipments. We do not allow substitutions. Except as expressly set forth in these Terms, the Product is non-returnable and all sales are final.
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2. Right to Use. Subject to your compliance with the terms and conditions of these Terms and conditioned on your rightful possession of the Product, Sandbar grants you a limited, non-exclusive, revocable right to use the Services solely for your internal purposes and, solely with respect to the App, install and use the App on a mobile or personal device that you own or control. You may not resell, transfer, assign, or sublicense your rights under these Terms to any third party or use the Services to provide services for the benefit of any third party. For clarity and without limiting the foregoing, you acknowledge and agree that, unless otherwise communicated by us in writing, you must purchase the Product in order to use the Services.
3. Third-Party Services. Certain Services or features thereof may rely on, interoperate with, or otherwise utilize or leverage products and/or services provided by third parties (such services, "Third-Party Services" and the providers of such services, "Third-Party Service Providers"). You are solely responsible and liable for complying with all terms, conditions and policies imposed by Third-Party Service Providers on Third-Party Services ("Third-Party Terms"). Sandbar is not, and will not be deemed to be, a party to any Third-Party Terms, all of which are exclusively between you and the applicable Third-Party Service Provider(s). Sandbar does not make any warranties or guarantees with respect to Third-Party Services, including the performance or continued availability of Third-Party Services and Sandbar may (either itself or as required by the Third-Party Service Provider) limit or cease providing interoperation with any or all Third-Party Services (and, as a consequence, certain or all features of the Services may be limited or ceased) without entitling you to any refund, credit, or other compensation if, for example and without limitation, the Third-Party Service Provider ceases to make the Third-Party Service available for interoperation or use with the Services in a manner acceptable to us. Moreover, the performance of Third-Party Services (and Third-Party Service Providers) is outside Sandbar's control. SANDBAR WILL NOT BE LIABLE FOR, AND SANDBAR EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES TO THE EXTENT CAUSED BY ANY THIRD-PARTY SERVICES OR THIRD-PARTY SERVICE PROVIDERS OR FOR YOUR COMPLIANCE (OR NON-COMPLIANCE) WITH ANY APPLICABLE THIRD-PARTY TERMS, EACH OF WHICH ARE YOUR EXCLUSIVE RESPONSIBILITY AND LIABILITY.\
4. Modifications. Notwithstanding anything to the contrary in these Terms, (a) Sandbar may conduct maintenance on the Services from time to time without prior notice to you and (b) Sandbar may modify, limit, or entirely eliminate features of the Services from time to time at Sandbar's sole discretion, including due to limitations imposed on, or the unavailability of, Third-Party Services.
ELIGIBILITY AND ACCOUNTS
1. Eligibility. In order to use the Services, you must meet, and you represent and warrant that you do meet, the following criteria: (a) you must not be located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country; (b) you must not be listed on any United States government list of prohibited or restricted parties; and (c) you must be at least 18 years of age (or the minimum age in your jurisdiction required for the formation of binding agreements).
2. Use on Behalf of Others. You represent and warrant that these Terms are valid, binding, and enforceable against you. If you use the Services on behalf of another person or entity, (a) all references to "you" throughout these Terms (other than in this Section 2.2) will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity's behalf, and (c) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us. If an entity, you additionally represent and warrant that (i) you are validly existing and in good standing under the laws of the place of your establishment or incorporation and (ii) you have full corporate power and authority to execute, deliver and perform your obligations under these Terms.
3. Accounts.
  1. Use and Registration. You must register for an account to access the Services. When you register for an account, you must provide accurate account information and promptly update this information if it changes. You are responsible for all activities that occur in connection with your account. We may accept or reject your account request in our sole discretion, including, without limitation, if you fail to comply with the terms and conditions of Section 2.3(b) below.
  2. Provision of Information. You agree to provide us with the information we request for the purposes of (i) registering and maintaining your account and (ii) otherwise providing the Services. You permit us to keep a record of such information and represent and warrant that such information (and all other information submitted in connection with the Services, including, without limitation, Your Data (as defined below)) is accurate, complete and truthful. You agree to keep us updated if any of the information you provide changes. We may modify, limit, or entirely eliminate your access to any or all Services as a result of information collected about you. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
  3. Conditions. Your account is subject to the following conditions:
    1. Access. You understand and agree that access to your account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your account to any person without our prior written permission.
    2. Security. You understand and agree that you are solely responsible for maintaining the security of your account and control over any usernames, passwords and any other codes that you use to access our Services, and any payment information (including, without limitation, debit and credit card information) used in connection with your account. You understand and agree that you will not hold us responsible for managing or maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
    3. Electronic Communication. You agree and understand that we may communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and other applicable contact information current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record are considered valid.
YOUR OBLIGATIONS
1. Restrictions. You agree that the Services contain trade secrets and other valuable proprietary information belonging to Sandbar. You will not, and will ensure that no third parties: (a) alter, copy, modify, translate, or make derivative works of, or permit the alteration, copying, modification, translation, or making derivative works of, the Services or any component thereof; (b) attempt to derive the source code or object code for the Services, including by reverse engineering, decompiling, disassembling, or similar means; (c) seek to acquire any ownership interest in or to the Services; (d) license, offer, sell, transfer, or lease the Services or attempt any of the foregoing; (e) remove, alter, or obfuscate any copyright, trademark, or other proprietary rights notices included with the Services; (f) access or use the Services in order to design, develop, or build a similar product or competitive product; (g) enable access to the Services by anyone not authorized to use the Services; (h) develop any scripts or software applications that interact with or integrate with the Services unless first authorized in writing by Sandbar; or (i) circumvent or modify any security technologies designed to prevent unauthorized access to the Services. You will not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Sandbar without Sandbar's express written consent. You will not use any meta-tags or any other "hidden text" utilizing any of Sandbar's names, trademarks, or service marks without the express written consent of Sandbar.
2. Acceptable Use. You will not use the Services, and will ensure that no third parties use the Services, to: (a) infringe on, violate, dilute, or misappropriate the intellectual property rights, rights of publicity, privacy rights, or other rights of any person; (b) engage in any fraudulent, unlawful, or abusive activities; (c) store, send, or post disparaging, defamatory, inflammatory, trade libelous, threatening, abusive, hateful, harassing, obscene, pornographic, or indecent content, data, or information; (d) interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or Sandbar provision of services to other customers; (e) attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information stored on or in connection with the Services; or (f) upload or transmit any content that constitutes unsolicited or unauthorized advertising promotional materials, commercial activities, or any other form of solicitation. You are solely responsible for obtaining and maintaining, at your expense, all of the necessary telecommunications, computer hardware, mobile devices, software, services and Internet connectivity required to access the Services.‍
3. Additional Representations and Warranties. You additionally represent, warrant and covenant that at all times during your use of the Services, (a) you will comply with all applicable laws, rules, and regulations ("Applicable Laws") and (b) you will refrain from any conduct that will or may cause Sandbar to be non-compliant with Applicable Laws.
DATA
1. Ownership. You own and retain all right, title, and interest in and to information, data, content, and/or files accessed, transmitted, uploaded, or stored in association with your use of the Services ("Your Data"), including all intellectual property rights therein. You acknowledge and agree that you (not Sandbar) have control over Your Data stored by operation of the Services.
2. Use of Your Data. You hereby grant Sandbar and its affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers), perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, create derivative works of, delete, and otherwise process Your Data (including, without limitation, providing Your Data to applicable service providers and others) to (a) provide, support, monitor, analyze, and improve the Services and improve Sandbar's other products and services, (b) communicate with you about your account, (c) comply with the law and any legal and regulatory requirements, including court orders, subpoenas, and requests or requirements for information made by regulatory or investigatory entities, (d) prevent fraud or misuse of the Services, (e) perform market research, (f) conduct product research and improvement and development of products and services by Sandbar, and/or (g) for any other lawful purpose. Sandbar may expand its use of Your Data in its discretion if not precluded by Applicable Laws. Sandbar will not be required to transmit or provide you or any third party with Your Data in any format except as required by Applicable Laws.
3. Rights in Your Data. You represent and warrant to Sandbar that you have the rights, licenses, and permissions necessary to grant the license and use rights in Section 4.2 (Use of Your Data) and to otherwise provide Your Data to Sandbar and allow the collection of Your Data by Sandbar in connection with your use of the Services. You acknowledge that Sandbar exercises no control over the content of Your Data. You will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property rights without first obtaining the permission of the owner of such rights. Without limiting the generality of the foregoing, you will be solely responsible for: (a) ensuring that you and Sandbar, to the extent acting on your behalf, have the right to collect, store, use, process, and share Your Data via the Services; and (b) providing adequate notice to, and obtaining any necessary consents from, any individuals as required under Applicable Laws with respect to Your Data collected, stored, used, processed, and shared in connection with the Services.
FEES AND PAYMENTS
1. General. You will pay Sandbar all fees and amounts charged by Sandbar for purchase of the Product and other use of the Services (collectively, the "Fees") in accordance with this Section 5. We may, in our sole discretion and at any time, with or without notice to you, (a) impose additional Fees and/or (b) increase or lower existing Fees. You are responsible for any and all taxes applicable to the Services, except for taxes on our net income. Except as expressly set forth in these Terms, all Fees are nonrefundable and noncancelable and will be made in U.S. dollars. The terms of payment specified herein may be subject to Sandbar's approval of your credit, and Sandbar may at any time revise the specified terms of payment.
2. Recurring Subscriptions. Your use of certain Online Services may require enrollment in a payment plan involving automatic renewal (a "Recurring Subscription"). If you purchase such Online Services, you authorize us to maintain your account information and charge that account automatically upon the renewal with no further action required by you. The length of your Recurring Subscription will be provided when you make your purchase. Your Recurring Subscription will automatically renew unless you cancel it. In the event that we are unable to charge your account as authorized by you when you enrolled in a Recurring Subscription, we may in our sole discretion (a) bill you for the Online Services subject to such Recurring Subscription and suspend your access to such Online Services until payment is received or (b) seek to update your account information through third-party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you. You may cancel your Recurring Subscription through your account settings in the App. You may cancel a Recurring Subscription at any time, but if you cancel your Recurring Subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to the applicable Online Services through the end of your current subscription period. We may change the prices charged for Recurring Subscriptions at any time by posting updated pricing through the Site or by other available means; provided, however, that the prices for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your use of the applicable Online Services will be charged at the then-current subscription price. If you do not agree to these price changes, you must cancel your Recurring Subscription at least ten days before the changes take effect. If you do not cancel, your Recurring Subscription will automatically renew at the then-current price at the time of renewal and for the same duration as the initial subscription term, and we will charge your on-file payment card or method on the first day of the renewal of the subscription term
3. Authorization. You authorize us to maintain your account information and charge your designated payment method in your account as permitted in these Terms and as otherwise disclosed to you, including, without limitation, in connection with Recurring Subscriptions. You represent and warrant that you are authorized to use and have Fees charged to such designated payment method.
4. Effect of Non-Payment. If you fail to pay any Fees or other amounts due and owing, Sandbar may, without limiting its rights or remedies at law, in equity, or under these Terms (each of which Sandbar expressly reserves), (a) automatically charge your designated payment method, (b) impose a finance charge on any outstanding balances, (c) suspend or terminate your account or your access to the Services, and/or (d) impose additional fees and/or charges, including, without limitation, reinstatement fees if your account or your access to the Services has been suspended or terminated. You will reimburse us for all costs and expenses associated with any of the foregoing, including, without limitation, attorneys' fees and costs of collection.
INTELLECTUAL PROPERTY; USE OF ARTIFICIAL INTELLIGENCE
1. Ownership by Sandbar. Subject to the use rights granted under these Terms, as between the parties, Sandbar owns and retains all right, title, and interest in and to the Services and any improvements, modifications, enhancements, or derivatives of the foregoing, and all intellectual property rights relating to any of the foregoing. These Terms do not convey to you any rights of ownership in or related to the Services and, without limiting the foregoing, the App is licensed (not sold) to you. Except for the rights expressly granted in these Terms, no other rights are granted to you in, to, or under Sandbar's intellectual property rights, whether by implication, estoppel, waiver, or otherwise.
2. Usage Data. Notwithstanding anything to the contrary in these Terms, you agree that Sandbar may generate, collect, store, use, transfer, and/or disclose to third parties information gathered, prepared, computed, originated, or stored by Sandbar resulting from the use or provision of the Services, including information derived from or based on Your Data ("Usage Data") (a) to perform data analytics, (b) to monitor, improve, and support the Services, (c) to design, develop, and offer Sandbar products and services, and/or (d) for any other lawful purpose. Sandbar owns and retains all rights to Usage Data, and no rights are granted to you, whether by implication, estoppel, waiver, or otherwise in or to any Usage Data. Sandbar has no obligation to provide or make any Usage Data available to you.
3. AI Tools.
  1. Use of AI Tools. Certain features of the Services use artificial intelligence models, tools, and other technology (collectively, "AI Tools") to generate suggested text, audio, and other materials (collectively, "Output") in response to Your Data that you submit to the Services ("Input"). Both Input and Output are considered Your Data under these Terms, and as between you and Sandbar, you own all right, title, and interest in and to any Input and Output, to the extent protectable under applicable law. The AI Tools may include artificial intelligence and other tools and technologies provided by third parties, and you acknowledge and agree that (i) your use of the AI Tools may involve access to your Inputs and Outputs by Sandbar and/or such third parties and that such access may be occur pursuant to agreements you enter into with those third parties, rather than or in addition to these Terms, (ii) such tools and technologies are Third-Party Services and the providers thereof are Third-Party Service Providers and, as such, are subject to the terms and disclaimers in Sections 1.3 (Third-Party Services) and 12 (Disclaimers and Release), and (iii) you consent and authorize Sandbar to share any information you provide it with such third parties
  2. IP Rights in Output. You understand that due to the nature of the AI Tools, Output you generate may not be unique, and it is possible that the AI Tools may generate the same or similar Output for other users if the Inputs are similar. You acknowledge that the use of such AI Tools may affect your ability to obtain or enforce any intellectual property rights in or to the Output.
  3. Reliability of Output. YOU ACKNOWLEDGE THAT ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES ARE RAPIDLY EVOLVING AND MAY PRODUCE OUTPUT THAT IS INACCURATE, UNRELIABLE, INAPPROPRIATE, INFRINGING, OR OTHERWISE UNSUITABLE OR THAT DOES NOT MEET YOUR EXPECTATIONS.
  4. Restrictions. Without limiting the other restrictions or provisions of these Terms, you agree not to use the AI Tools or resulting Output in a manner that may infringe upon or violate the rights of any third party or violate any applicable laws, rules, or regulations, and you acknowledge and agree that (i) you are solely responsible for vetting and evaluating the accuracy, appropriateness, legality, and suitability for your use of any Output before using it, including evaluating whether such use will infringe upon or violate the rights of others, (ii) you assume all risk associated with your use of the AI Tools and the resulting Output, and (iii) Sandbar will have no liability for such use.
  5. Additional Acknowledgement. You also acknowledge and agree that third parties who provide any artificial intelligence technologies used to provide the AI Tools may access and use your Input and Output to train, improve, and develop such technologies and for other research and development purposes.
LIMITED WARRANTY AND RELATED TERMS
1. Limited Warranty. Sandbar warrants to the Covered Purchaser (as defined below) that the Covered Product (as defined below) will be free from defects in materials and workmanship, under normal operating conditions (including, without limitation, those as described on the Site or otherwise described in Sandbar's applicable user instructions, manuals, or other materials, including, without limitation, any of the foregoing provided with the Covered Product when purchased) (collectively, the "User Guidelines"), during the Warranty Period (as defined below) (the foregoing warranty, the "Limited Warranty"). We will honor any Warranty Claims (as defined below) submitted in accordance with this Section 7; provided, that we may deny your Warranty Claim with respect to a particular Product if you are not a Covered Purchaser, if the Product is not a Covered Product, if Warranty Claim submitted following the expiration of the Warranty Period, or if a Limited Warranty Exclusion (as defined below) applies.
2. Covered Products. This Limited Warranty extends only to Products purchased on or through the Site or through other means designated and/or authorized by us (each, a "Covered Product").
3. Covered Purchasers. This Limited Warranty extends only to the original purchaser of a Covered Product (the "Covered Purchaser"). This Limited Warranty does not apply with respect to any person other than a Covered Purchaser.
4. Warranty Period. This Limited Warranty starts on the date of shipment of the Covered Product by or on behalf of Sandbar to the Covered Purchaser and lasts for one (1) year therefrom (the "Warranty Period"). Any Covered Product repaired or replaced under this Limited Warranty will be covered by the terms of this Limited Warranty solely for the remaining Warranty Period. The Warranty Period will not be extended in duration.
5. Limited Warranty Exclusions. This Limited Warranty will not apply: (a) if the defect, damage, failure, destruction, or other deficiency in the Product (each, a "Defect") was caused by natural disasters or related events, including, without limitation, lightning, flooding, tornado, earthquake, other weather events, and/or fire or smoke damage; (b) if the Defect was caused by any abuse, misuse, mishandling, abnormal use, or use in violation of any applicable standard, code, and/or instructions for use, including, without limitation, those contained in the User Guidelines or other Covered Product technical specifications; (c) if the Defect was caused by exposure of the Covered Product to temperatures or humidity outside of the recommended ranges set forth in the User Guidelines or other Covered Product technical specifications; (d) if the Defect was caused by improper maintenance, installation, or repair of the Covered Product, including without limitation, any damage resulting from service, testing, adjustment, installation, maintenance, alteration, or modification to the Covered Product (including its associated software) in any way by someone other than Sandbar or its authorized distributors; (e) to any Covered Products purchased or sold outside of the United States; (f) to Defects caused by interruptions or fluctuations in or unavailability of electric power or the Internet; (g) for wear and tear expected to occur during the normal course of use, including cosmetic wear, scratches, or cracks on metal, glass, paint, or other surfaces; (h) if the Defect was caused by a failure by the Covered Purchaser to implement any correction, modification, enhancement, improvement, or other update that we made available to the Covered Purchaser; (i) to use of the Covered Product with items not provided or otherwise authorized in writing by Sandbar; (j) to use of the Covered Product for any purposes outside those authorized in these Terms (including, without limitation, in a commercial, institutional, or other non-personal use setting); or (k) to Products other than the Covered Products. Each of the foregoing exclusions is a "Limited Warranty Exclusion."
6. Remedies. If at any time during the Warranty Period the Covered Product fails to conform to the Limited Warranty and is not otherwise subject to a Limited Warranty Exclusion, as determined solely by Sandbar, Sandbar will, at its discretion, repair the defective Covered Product, refund the original purchase price for the defective Covered Product, or replace the defective Covered Product. Repair or replacement may be made with new or refurbished Products or component parts at Sandbar's option. If the Covered Product or component part is no longer available, Sandbar may replace the Covered Product with a similar product with a similar function at Sandbar's option. THE FOREGOING SETS FORTH SANDBAR'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY UNDER SECTION 7.1 (LIMITED WARRANTY) OR ANY OTHER DEFECT IN THE PRODUCT.
7. Submitting Warranty Claims.
  1. Warranty Claims. If the Product fails to conform to the Limited Warranty and is not otherwise subject to a Limited Warranty Exclusion, you may submit a claim via the Site or through other means designated and/or authorized by us (a "Warranty Claim"). In connection with your Warranty Claim, you may be asked to provide, among other information: (i) your name, address, email address, and telephone number; (ii) a copy of your receipt, bill of sale, or other comparable proof of purchase for the defective Covered Product; (iii) a written description of the Defect; (iv) a picture of the defective Covered Product that includes the serial number; and (v) the date of Covered Product purchase. As further described below, if Sandbar ultimately agrees that the Covered Product is defective, Sandbar may issue a refund for the original purchase price or send a replacement.
  2. Sandbar's Review. Following receipt of your Warranty Claim submitted with required information in accordance with the procedure set forth above, we will provide notice to you of our determination as to whether to continue to review or deny your Warranty Claim. We reserve the right to determine whether the Limited Warranty applies in our sole discretion. If we elect to continue to review your Warranty Claim, we will provide a return merchandise authorization number and email a free shipping label to you. To obtain the benefits of the Limited Warranty, you must then return the Covered Product to Sandbar using the provided shipping label provided by or on behalf of Sandbar. Any returned Product must be properly packaged in its original packaging. We will pay any required shipping costs for Covered Products returned in accordance with the procedure set forth in this Section 7.7 and any additional instructions on how to return the Covered Product that you may receive from us.
  3. Sandbar's Inspection. Upon receipt of the Covered Product from you, we will inspect the Covered Product for which a Warranty Claim has been requested and determine if the Covered Product is defective, and if defective, we will (i) send you a replacement or repaired Covered Product or component part or (ii) refund you for the original purchase price for the defective Covered Product. We reserve the right to determine whether the Covered Product is defective and whether the Limited Warranty applies in our sole discretion. In connection with our inspection of the Covered Product, we must be able to verify all information bearing on our determination, which may include, without limitation, the date of Covered Product purchase and data related to your use of the Product.
  4. Sandbar's Determination. Following our inspection of the Covered Product in accordance with the procedure set forth above, we will provide notice to you of our decision to send you a replacement or repaired Product or component, issue a refund, or otherwise deny your Warranty Claim. If we elect to send you a replacement or repaired Product or component part, we will provide you with a tracking number at the time of shipment or following shipment of the Product or component part to you. Alternatively, if we elect to issue you a refund, we will refund the original payment method for the agreed amount unless an alternative payment method is otherwise agreed to by you and Sandbar. If, as reasonably determined by Sandbar, a Product that is not eligible for a Warranty Claim is shipped to Sandbar, Sandbar will not be responsible for returning the Product to you. Sandbar has no warranty obligations with respect to such returned Products.
RETURN POLICY
1. Submitting a Return. If for any reason you decide to return a Product that you purchased, you must submit a claim through our online process via the Site or otherwise designated and/or authorized by us (a "Return Claim"). In connection with your Return Claim, you may be asked to provide, amongst other information: (a) your name, address, email address and telephone number and (b) a copy of your receipt, bill of sale or other comparable proof of purchase for the Product being returned. Verification of information may be required prior to the acknowledgment of any Return Claim. Following receipt of your Return Claim submitted with all required information in accordance with the procedure set forth in this section, we will provide notice to you of our decision as to whether to proceed with or deny your Return Claim. If we elect to proceed with your Return Claim, we will provide a return merchandise authorization number and email a shipping label to you. To obtain a refund, you must, using the shipping label provided by or on behalf of Sandbar, return the Product to Sandbar within thirty (30) days from the date the Product was originally shipped to you by or on behalf of Sandbar. In order to receive a refund, the returned Product must not be subject to any of the exclusions set forth below.
2. Exclusions. We will not accept returns of Products purchased from any individual or entity other than Sandbar. Those Products may be subject to other return policies, but regardless, Sandbar disclaims any liability with respect to the return of such Products. Additionally, we will not accept a return of any services purchased through the App or any Products if the Product: (a) is returned by any person other than the original purchaser of the Product; (b) is not in its original condition with all original packaging; or (c) is returned from outside the territory to which the Product was originally shipped from Sandbar.
3. Refunds. Sandbar does not take title to returned Products until we receive the Product. Once the Product has been returned to us in accordance with this Section 8 and we have received and processed the return, we will issue a refund to the original payment method used to purchase the Product for the full amount of the original purchase price (including any associated sales tax), minus, unless otherwise agreed by Sandbar, the shipping and handling costs incurred by Sandbar in connection with your Return Claim. If the Product was purchased with a gift card, we will issue a gift card for the refund amount. For items given or received as a gift, we are only able to issue a refund to the payment method used by the original purchaser. Unless prohibited by law, any shipping and handling charges paid for the original purchase will not be refunded.
TERM, TERMINATION, AND SUSPENSION
1. Term. The term of these Terms commences on your acceptance of these Terms and, unless either party terminates your access to the Services as set forth in this Section 9, continues until your access to the Services terminates or expires.
2. Termination for Convenience. You may terminate your access to the Services by notifying Sandbar in writing or by closing your account. Without limiting Sandbar's other termination rights in these Terms (each of which we expressly reserve), Sandbar may terminate your access to the Services at any time by notifying you in writing (with email notice being sufficient).
3. Suspension of Services; Additional Remedies. Without limiting Sandbar's rights or remedies at law, in equity, or under these Terms (each of which we expressly reserve), you agree that Sandbar may immediately and without notice to you (a) suspend or close your account, (b) pause or terminate your access to the Services, or (c) take any other action in Sandbar's sole discretion if (i) we suspect or determine, in our sole discretion, that (A) you have breached these Terms, (B) your use of the Services adversely affects or interferes with the normal operation of the Services or any service to others, (C) we are prohibited by an order of a court or other governmental agency from providing the Services, or (D) there exists a security incident that threatens the security of the Services, Your Data, or any data of others or (ii) for any other reason in Sandbar's sole discretion. SANDBAR WILL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, OR LOSSES AS A RESULT OF ANY ACTIONS TAKEN IN ACCORDANCE WITH THIS PARAGRAPH.
4. Effect of Expiration or Termination. Upon any expiration or termination of these Terms, all rights granted to you under these Terms and Sandbar's obligations will immediately cease, and you will stop accessing or using the Services (including, without limitation, immediately uninstalling and deleting the App), except the following provisions will survive: Sections 3.1 (Restrictions), 4 (Data), 5 (Fees), 6 (Intellectual Property; Use of Artificial Intelligence), 9.4 (Effect of Expiration or Termination), 10 (Confidentiality), 11 (Indemnification), 12 (Disclaimers and Release), 13 (Limitation of Liability), 14 (Arbitration), and 15 (General Provisions).
CONFIDENTIALITY
1. Protection. You may be exposed to or receive certain information that is not generally known to the public and is marked as confidential or proprietary, or which, under the circumstances ought to be treated as confidential ("Confidential Information"). You agree that if you are exposed to or receive Confidential Information, you: (a) will protect Confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care; (b) will not disclose Confidential Information to any third party; and (c) will not use the Confidential Information for any purpose.
2. Injunctive Relief. You expressly acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section 10 and that in such event Sandbar will be entitled to seek and obtain immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
3. Feedback. You may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments, or other feedback to Sandbar regarding Sandbar and/or the Services ("Feedback"). Feedback, even if designated as "confidential" or "proprietary" by you, will not create any confidentiality or other obligation for Sandbar, and you hereby assign to Sandbar all rights (including intellectual property rights), title and interest in and to such Feedback. All Feedback is Confidential Information.
INDEMNIFICATION
‍You will indemnify and hold Sandbar and its affiliates, and its and their officers, employees, and agents (the "Sandbar Parties") harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising from or in connection with your access to or use of the Services (including, without limitation, your breach or alleged breach of these Terms) (each, an "Indemnifiable Claim"). Additionally, you will, at Sandbar's sole election, defend Sandbar and the other Sandbar Parties from any Indemnifiable Claims. If Sandbar directs you to defend an Indemnifiable Claim, then (a) Sandbar has the right to approve the counsel you select to defend the Indemnifiable Claim and (b) Sandbar may also have its own counsel participate in the defense and settlement of the Indemnifiable Claim at your expense. Sandbar may also exclusively retain control of the defense of an Indemnifiable Claim. You will not settle an Indemnifiable Claim without Sandbar's written consent.
DISCLAIMERS AND RELEASE
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7 (LIMITED WARRANTY AND RELATED TERMS), THE SERVICES ARE PROVIDED "AS IS," AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, SANDBAR HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD-PARTY SERVICE PROVIDERS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR THROUGH A COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SANDBAR DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL COMPLY WITH APPLICABLE LAWS (OR THAT YOUR USE OF THE SERVICES WILL COMPLY WITH APPLICABLE LAWS), OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. SANDBAR MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM AND YOU ASSUME SOLE RESPONSIBILITY AND LIABILITY FOR ACTIONS TAKEN OR DECISIONS MADE (OR NOT TAKEN OR MADE) AS A RESULT OF YOUR USE OF THE SERVICES OR ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED, OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM.
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TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, YOU RELEASE SANDBAR AND THE OTHER SANDBAR PARTIES FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING, WITHOUT LIMITATION, CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES AND/OR DISPUTES BETWEEN USERS AND THE ACTS AND OMISSIONS OF THIRD PARTIES.
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IF YOU ARE A CONSUMER WHO RESIDES IN CALIFORNIA, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL (A) SANDBAR OR ANY OF ITS SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, OR CORRUPTION OF DATA, COVER, LOST PROFITS OR REVENUE, LOSS OF BUSINESS, OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THE RELATIONSHIP BETWEEN THE PARTIES (INCLUDING THESE TERMS), INCLUDING THE USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT SANDBAR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, OR (B) SANDBAR'S TOTAL LIABILITY UNDER THESE TERMS, REGARDLESS OF LEGAL THEORY (INCLUDING NEGLIGENCE), EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, $50 OR THE AMOUNT PAID BY YOU TO SANDBAR IN THE LAST THREE (3) MONTHS AND ASSOCIATED WITH THE SERVICES PROVIDED, WHICHEVER IS GREATER. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 13 REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT NEITHER PARTY WOULD ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS LIMITATION ON LIABILITY WILL APPLY DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THESE TERMS.
ARBITRATION
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND SANDBAR TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH THE PARTIES CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND SANDBAR FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND SANDBAR AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. SANDBAR AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
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FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.
1. Informal Dispute Resolution Prior to Arbitration. For any dispute or claim that you have against Sandbar, that Sandbar has against you, or that you have or Sandbar has arising from or relating to these Terms, the Services, or any aspect of the relationship between you and Sandbar as relates to these Terms, the Services, including any privacy or data security claims (collectively, "Claims," and each a "Claim"), you and Sandbar agree to attempt to first resolve the Claim informally via the following process:
  1. If you assert a Claim against Sandbar, you will first contact Sandbar by sending a written notice of your Claim ("Claimant Notice”) to Sandbar by certified mail addressed to Elide Interfaces Inc. dba Sandbar 1178 Broadway 3rd Floor #1314 New York, NY 10001 or by email to contact@sandbar.com. The Claimant Notice must (a) include your name, residence address, email address, and telephone number, (b) describe the nature and basis of the Claim, and (c) set forth the specific relief sought.
  2. If Sandbar asserts a Claim against you, Sandbar will first contact you by sending a written notice of Sandbar’s Claim ("Sandbar Notice"), and each of a Claimant Notice and Sandbar Notice, a "Notice") to you via email to the primary email address associated with your account. The Sandbar Notice must (a) include the name of a Sandbar contact and the contact’s email address and telephone number, (b) describe the nature and basis of the Claim, and (c) set forth the specific relief sought.
  3. If you and Sandbar cannot reach an agreement to resolve the Claim within thirty (30) days after you or Sandbar receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or Sandbar first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.
2. Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or Sandbar, including any disputes in which you or Sandbar seek injunctive or other equitable relief for the alleged unlawful use of your or Sandbar's intellectual property or other infringement of your or Sandbar’s intellectual property rights ("IP Claims"), all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 14.1 (Informal Dispute Resolution Prior to Arbitration) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
3. Federal Arbitration Act. These Terms affect interstate commerce, and the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules (as defined below), the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
4. Arbitration Procedure. All Claims must be submitted to the American Arbitration Association (the "AAA") and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA. The then-current version of the AAA’s Consumer Arbitration Rules and Mediation Procedures, which are available on the AAA’s website (adr.org) (the "AAA Rules"), as amended by these Terms as follows, will apply to any arbitration between you and Sandbar:
  1. YOU AND SANDBAR AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND SANDBAR ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against [Company] or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
  2. For any arbitration you initiate, you will pay the consumer filing fee, and Sandbar will pay the remaining AAA fees and costs. For any arbitration initiated by Sandbar, Sandbar will pay all AAA fees and costs.
  3. For all arbitrations where the Claims asserted are $25,000 or less, the arbitration shall be resolved according to the AAA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (i) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (ii) any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, and (iii) if the parties are unable to agree on a location, such determination will be made by the AAA or by the arbitrator.
  4. If you or Sandbar submits a dispute to arbitration and the arbitrator orders any exchange of information, you and Sandbar agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and Sandbar agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
  5. The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
  6. The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against Sandbar or against you by the same or coordinated counsel or are otherwise coordinated.
    1. In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and Sandbar understand and agree that when twenty-five (25) or more similar claims are asserted against Sandbar or you by the same or coordinated counsel or are otherwise coordinated resolution of your or Sandbar's Claim might be delayed.
    2. For such coordinated actions, you and Sandbar also agree to the following coordinated bellwether process. Counsel for claimants and counsel for Sandbar shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings. The remaining cases shall be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process.
    3. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
    4. This bellwether process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved.
    5. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time your or Sandbar's case is selected for a bellwether process, withdrawn, or otherwise resolved.
    6. A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Sandbar or you.
5. One Year to Assert Claims. To the extent permitted by law, any Claim by you or Sandbar relating in any way to these Terms, the Services, or any aspect of the relationship between you and Sandbar as relates to these Terms or the Services, must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you and Sandbar will not have the right to assert the Claim.
6. Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing Sandbar with notice of your decision to opt-out by certified mail addressed to Elide Interfaces Inc. dba Sandbar 1178 Broadway 3rd Floor #1314 New York, NY 10001 or by email to contact@sandbar.com. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 15.8 (Governing Law and Venue).
7. Rejection of Future Arbitration Changes. You may reject any change we make to Section 14 (except address changes) by personally signing and sending Sandbar a notice within 30 days of the change by certified mail addressed to Elide Interfaces Inc. dba Sandbar 1178 Broadway 3rd Floor #1314 New York, NY 10001 or by email to contact@sandbar.com. If you do, the most recent version of Section 14 before the change you rejected will apply.
8. Severability. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable: (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.
9. Disputes Outside the United States. Notwithstanding any terms to the contrary in these Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding these Terms either by following the arbitration procedure detailed above in this Section 14 or, if given the right by Applicable Laws, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under Applicable Laws, you may submit the dispute to the courts of the jurisdiction in which you reside.
GENERAL PROVISIONS
1. Entire Agreement. These Terms constitute the entire understanding of the parties with respect to their subject matter and supersede all prior or contemporaneous proposals, understandings, and agreements. If you provide Sandbar with any pre-printed terms and conditions that appear on any purchase order or other form document, such terms will be of no force or effect.
2. Assignment. You may not assign or transfer these Terms or any of your rights or obligations under it without Sandbar's prior written consent. Sandbar may freely assign these Terms, including to its affiliates. Any attempted assignment in violation of this paragraph will be null and void. Subject to the foregoing, these Terms are binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
3. Severability. If a court finds any term of these Terms, other than Section 14 (Arbitration), to be invalid or unenforceable, that term will be enforced to the maximum extent permissible so as to reflect the parties’ intent, and the remainder of these Terms will remain in full force and effect.
4. Waiver. Either party's delay or failure to exercise any right under these Terms or any law does not mean a party waives that right or any other rights under these Terms in the future. No waiver of any provision of these Terms, or any rights or obligations of either party under these Terms, will be effective except pursuant to a written instrument signed by the party against whom the waiver is sought.
5. Independent Contractors. Nothing contained in these Terms will be construed to create a joint venture or partnership between the parties. Neither party is authorized as an agent or legal representative of the other party. Neither party will have the right or authority to bind or create any obligation on the other party.
6. Force Majeure. Sandbar is excused from performance of these Terms and will not be liable for any delay in whole or in part caused by any event outside of its control.
7. No Third-Party Beneficiary. Nothing contained in these Terms will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party in any manner whatsoever.
8. Governing Law and Venue. These Terms will be governed in all respects in accordance with the laws of the State of New York, without regard to conflict of law principles that would cause the laws of any other jurisdiction to apply. Except as set forth in Section 14 (Arbitration), you expressly agree that federal and state courts located in Manhattan, New York will have exclusive jurisdiction over any action or claim that you bring that arises out of or relating to these Terms. You expressly consent to personal jurisdiction in any such court and hereby irrevocably waive any objection to or claim of lack of jurisdiction or forum non conveniens.
9. Notices. By using the Services, you agree (a) to receive communications (including any communications that are required to be issued in writing hereunder) electronically, including via email, (b) that any such electronically-issued communications will satisfy any legal communication requirements, including those that require notices to be in writing, (c) that, without limiting Sandbar's notification rights in the fourth introductory paragraph of these Terms, Sandbar may issue notices to the email or other address provided by you to Sandbar, and (d) that such notice will be effective on delivery. Notices to Sandbar must be delivered by certified mail addressed to Elide Interfaces Inc. dba Sandbar 1178 Broadway 3rd Floor #1314 New York, NY 10001 or by email to contact@sandbar.com. Such notice will be effective on receipt.
10. Interpretation. The headings of these Terms are for reference only and will not be used to interpret the meaning of these Terms. Any reference to "includes" or "including" will be understood to be exemplary and not limiting and followed by "but not limited to." Each party has had the opportunity to review these Terms with legal counsel, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.
ADDITIONAL TERMS APPLICABLE TO THE APP
1. iOS App. The following terms apply if you install, access, or use the Services on any device that contains the iOS mobile operating system (the "iOS App") developed by Apple Inc. ("Apple"):
  1. Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple. Sandbar, not Apple, is solely responsible for the iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the iOS App (the "Usage Rules"), and in the event of any conflict, the Usage Rules will govern if they are more restrictive. You acknowledge that you have had the opportunity to review the Usage Rules.
  2. Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, iPad, or any other Apple device that you own or control as permitted by the Usage Rules.
  3. ‍Maintenance and Support. You and Sandbar acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App.
  4. Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Sandbar. However, Sandbar has disclaimed all warranties of any kind with respect to the iOS App, and therefore, there are no warranties applicable to the iOS App.
  5. Product Claims. You and Sandbar acknowledge that as between Apple and Sandbar, Sandbar, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (i) product liability claims, (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
  6. Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, Sandbar, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
  7. Developer Name and Address. Any questions, complaints, or claims with respect to the iOS App should be directed to:
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    Elide Interfaces Inc. dba Sandbar
    1178 Broadway 3rd Floor #1314
    New York, NY 10001
    
    contact@sandbar.com
  8. Third-Party Terms of Agreement. You will comply with any applicable third-party terms when using the iOS App.
  9. Third-Party Beneficiary. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
2. Android App. The following terms apply if you install, access, or use the Services on any device that contains the Android mobile operating system (the "Android App") developed by Google, Inc. ("Google"):
  1. You acknowledge that these Terms are between you and us only, and not with Google.
  2. Your use of the Android App must comply with Google’s then-current Android Market Terms of Service.
  3. Google is only a provider of the Android Market where you obtained the Android App. We, and not Google, are solely responsible for the Android App and the Services and content available thereon. Google has no obligation or liability to you with respect to the Android App or these Terms.
  4. Google is a third-party beneficiary to these Terms as they relate to the Android App.