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PREAMBLE

PLEASE READ THESE TERMS OF USE AND ANY HYPERLINKED POLICIES (COLLECTIVELY THE "AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE WEBSITES AND SERVICES OFFERED BY REFOCUS LLC. ("REFOCUS MARKET"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITES AT REFOCUSMARKET.COM (HEREINAFTER COLLECTIVELY REFERRED TO IN THE SINGULAR AS THE "SITE") AND ALL SERVICES PROVIDED BY REFOCUS ON THE SITE (THE “SERVICES”). BY USING THE SITE AND SERVICES OFFERED BY REFOCUS AND INCLUDING BUT NOT LIMITED TO BROWSING THE SITE, YOU, WHETHER AN INDIVIDUAL OR AN ENTITY, (THE “USER” OR “YOU”) ARE EXPRESSLY AGREEING TO BE BOUND BY THESE TERMS OF USE INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR AVAILABLE BY HYPERLINK. BY USING THE SITE AND SERVICES OFFERED BY REFOCUS YOU HEREBY WAIVE ANY AND ALL CLAIMS CHALLENGING THE APPLICABILITY OR BINDING NATURE OF THE TERMS OF USE. THESE TERMS OF USE APPLY TO ALL USERS OF THE SITE, INCLUDING WITHOUT LIMITATION USERS WHO ARE VENDORS, CUSTOMERS, MERCHANTS, CONTRIBUTORS OF CONTENT, INFORMATION AND OTHER MATERIALS OR SERVICES ON THE SITE. IF YOU DO NOT AGREE WITH THE TERMS OF USE, PLEASE DO NOT USE THE SITE.

Please note that Section 6 below contains an arbitration clause and class action waiver. By agreeing to the Terms of Use, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions.

  1. Refocus is a Marketplace/Venue

    2. Refocus acts as a marketplace/venue to allow users who comply with Refocus’ Terms of Use and policies to offer, sell and buy camera and film equipment and related merchandise from other users. While Refocus has processes in place to review the veracity and propriety of listings and to vet buyers and sellers, it cannot guarantee the truth, accuracy or legality of listings or the ability of sellers to sell items or the ability of buyers to pay for items. Refocus also cannot ensure that a buyer or seller will actually complete a transaction or guarantee the true identity, age, and nationality of a user. Refocus encourages you to communicate directly with potential transaction partners through the tools available on the Site. You may also wish to consider using a third-party escrow service or services that provide additional user verification. You agree that to the fullest extent protected by law, Refocus is a marketplace/venue and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or third parties on Refocus. YOU USE THE REFOCUS’ SERVICE AT YOUR OWN RISK AND AGREE THAT THE SITE IS PROVIDED TO YOU WITH ALL FAULTS, INCLUDING NO PROMISE OF CONTINUOUS SERVICE (SEE SECTION 16 BELOW). PLEASE ALSO SEE THE SECTIONS ON NO WARRANTIES (SECTION 11), LIMITATION ON LIABILITIES (SECTION 12) AND INDEMNITIES (SECTION 15) BELOW.

  2. Membership
    1. Age: Refocus is fully committed to compliance with the Children’s Online Privacy Protection Rule (“COPPA”) as well as applicable contract law. Accordingly, Refocus’ services are available only to, and may only be used by, individuals who are 18 years of age and older who can form legally binding contracts. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Refocus may, in its sole discretion, refuse to offer access to, or use of the Site to, any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions. Individuals under the age of 18 must at all times use Refocus’ services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all such cases, the adult is the User and is responsible for any and all activities.
    2. Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by Refocus’ policies as stated in the Terms of Use as well as all other Community Rules, policies and procedures that may be published from time to time on the Site by Refocus, each of which is incorporated herein by reference and each of which may be updated by Refocus from time to time without notice to you. To the fullest extent permitted by law, you hereby waive any and all claims and rights with respect to notice of changes to the Terms of Use or other associated policies. In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by Refocus from time to time; your use of such services is subject to those additional terms, conditions and policies, which are incorporated into this Agreement by this reference.
    3. Password: Your password is your responsibility. Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Refocus of any unauthorized use of your password or any breach of security. You also agree that Refocus cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. Except for password managers used in accordance with best practices, you agree not to provide your username and password information in combination to any other party other than Refocus without Refocus’ express written permission.
    4. Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on Refocus you must provide and maintain valid payment information such as valid credit card information, contact information and/or a valid Stripe account.
    5. Account Transfer: You may not transfer or sell your Refocus account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
    6. Right to Refuse Service ACCESS TO REFOCUS’ SERVICES AND THE SITE IS A PRIVILEGE GRANTED AT REFOCUS’ SOLE DISCRETION. YOU HAVE NO RIGHT TO ACCESS REFOCUS’ SITE. Refocus will terminate any user who it determines is providing services competitive to Refocus through the Site. Refocus’ services, and all accesses to the Site, are not available to temporarily or indefinitely suspended Refocus members. Additionally, Refocus reserves the right, in Refocus’ sole discretion, to cancel unconfirmed or inactive accounts or to disable, deactivate or terminate your account should we have reason to believe you, your Content, or your use of our Services have violated our Terms of Use or Community Rules. Generally, Refocus will notify you that your account has been disabled, deactivated, or terminated, unless you’ve repeatedly violated our Terms or we have legal or regulatory reasons preventing us from notifying you.
  3. Fees and Services

    4. Joining and setting up a shop on Refocus is free. Refocus does not charge fees to list an item for sale. Refocus does charge a percentage of the sale price when the item sells. When you list an item you have an opportunity to review and accept the fees that you will be charged. Changes to the Billing Policy and the fees for Refocus’ services are effective immediately after posting the changes on the Site to the fullest extent permitted by law, or otherwise immediately after the minimum period permitted by law. Refocus may also choose to temporarily change the Billing Policy and the fees for Refocus’ services for promotional events (for example, free listing days); such changes are effective when Refocus posts the temporary promotional event on the Site or otherwise notifies you of the change.

    Fees and Termination: If Refocus terminates a listing or your account, if you close your account, or if the payment of your Refocus fees cannot be completed for any reason, you remain obligated to pay Refocus for all unpaid fees plus any penalties, if applicable. If the seller's account is not paid in full and becomes past due, the seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel). YOU HEREBY EXPRESSLY AGREE THAT Refocus MAY CHARGE YOUR CREDIT CARD, OR ANY OTHER METHOD OF PAYMENT, ON FILE FOR ANY AND ALL OUTSTANDING OR DELINQUENT FEES OR BALANCES AND WAIVE ANY AND ALL CLAIMS AGAINST Refocus FOR EXERCISING THIS RIGHT (INCLUDING, FOR EXAMPLE, USING YOUR CONTACT INFORMATION TO AID IN COLLECTING PAYMENT). If you have a question or wish to dispute a charge, contact Refocus. Read About Refocus’s Billing Policy

  4. Content License
    1. Your Content: Refocus does not claim ownership rights in content you place on the Site or in your listings (the “Content”). You grant Refocus a license solely to enable Refocus to use any information or Content you supply Refocus with, so that Refocus is not violating any rights you might have in that Content. You grant Refocus a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights and any other rights necessary to effectuate Refocus's ability to use the content consistent with this license that you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Refocus to store or re-format your Content on Refocus and display your Content on Refocus in any way as Refocus chooses. Refocus can also use any transactional information including sale date and final price for sales completed on Refocus as it sees fit.
    2. Personal Information: Refocus will only use personal information in accordance with Refocus's Privacy Policy. As part of a transaction, you may obtain personal information, including email address and shipping information, from another Refocus user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for Refocus-related communications. Refocus has not granted you a license to use the information for unsolicited commercial messages or for any other purpose. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Refocus user to your email or physical mail list. For more information, see Refocus’s Privacy Policy.
    3. Re-Posting Content: By posting Content on Refocus, it is possible for an outside website or a third party to re-post or index that Content. You agree to hold Refocus harmless for any dispute concerning this use, along with the limitations on liability and indemnification provisions below. If you choose to display your own Refocus-hosted image on another website, the image must provide a link back to its listing page on Refocus.
    4. Idea Submissions: Refocus considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the "Material") to be non-confidential and non-proprietary, and Refocus shall not be liable for the disclosure or use of such Material. If, at Refocus's request, any member sends Material to improve the site (for example through the Forums or to customer support), Refocus will also consider that Material to be non-confidential and non-proprietary and Refocus will not be liable for use or disclosure of the Material. Any communication by you to Refocus is subject to this Agreement. You hereby grant and agree to grant Refocus, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, make, use, sell, offer to sell, import, export, publicly display, publicly distribute, create derivative use from, publish and in all other ways exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.
  5. Information Control

    6. Refocus does not control the Content provided by users that is made available on Refocus. You may find some Content to be offensive, harmful, inaccurate, or deceptive. Refocus users must be eighteen or over, but there are risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using Refocus, you agree to accept such risks and expressly agree that Refocus (and Refocus's officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on Refocus. Please use caution, common sense, and practice safe buying and selling when using Refocus.

    Other Resources: Refocus is not responsible for the availability of outside websites or resources linked to or referenced on the Site. Refocus does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that Refocus shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.

  6. Disputes, Arbitration, Class Waiver, Waiver of Claims and Venue
    1. JAMS: In the event a dispute arises between you and Refocus, please contact Refocus. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Cook County, Illinois, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith.
    2. Class Action and Collective Action Waiver: The parties agree to arbitrate solely on an individual basis, and this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The tribunal shall rule on its own jurisdiction and the validity or enforceability of the agreement to arbitrate.
    3. Enforcement of Arbitration Judgment: Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
    4. Jurisdiction and Venue: For all purposes of any injunctive or equitable proceeding, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Northern District of Illinois. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.
    5. Limitations Period: You and Refocus agree that any cause of action arising out of or related to the Site, Services or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
    6. Intra-User Disputes and EU Dispute: In the event that you have a dispute with another Refocus user or third party, we encourage you to contact the other party and try to resolve the dispute directly. Should you have a dispute with one or more users, or an outside party, YOU RELEASE Refocus (AND Refocus'S OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL 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 DISPUTES. Refocus encourages users to report any unlawful activity to your local law enforcement, and to use a certified mediation or arbitration entity, as applicable.

      7. For disputes located in the EU, the European ADR Directive ( EU Directive 2013/11 / EU) on Alternative Dispute Resolution may be used. The Online Dispute Resolution (ODR) platform for these issues is located here. Sellers will be obliged to provide their email address in order to use the ODR platform.

    7. Order Disputes: Issues related to transactions on Refocus can usually be resolved via direct communication between the buyer and the seller. If a buyer and seller are unable to resolve a dispute, Refocus, may be able to help. You can find more details about when Refocus may be able to assist in the Community Rules policies for Buyers and Sellers.

      8. Refocus does so in Refocus's sole discretion, and Refocus has no obligation to resolve disputes between users or between users and outside parties. To the extent that Refocus attempts to resolve a dispute, Refocus will do so in good faith based solely on Refocus's policies. IN THE EVENT Refocus INVOLVES ITSELF IN A DISPUTE BETWEEN CUSTOMERS, YOU EXPRESSLY WAIVE AND RELEASE Refocus (AND Refocus'S OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL 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 THE DISPUTE.

      If you are a party to a dispute, Refocus may contact you while attempting to resolve the dispute. If you do not respond to Refocus's inquiry regarding a dispute within forty-eight (48) hours, Refocus reserves the right to resolve the dispute at its discretion and you agree that any such resolution will be binding on you.

    8. Feedback: Refocus WILL NOT AMEND, ALTER OR OTHERWISE CHANGE FEEDBACK LEFT BETWEEN USERS UNLESS THE CONTENT IS FALSE, UNREASONABLY INFLAMMATORY OR OTHERWISE IN VIOLATION OF Refocus POLICIES AS DETERMINED BY Refocus IN ITS SOLE DISCRETION. FULLY REFUNDED ORDERS ARE NOT ELIGIBLE FOR FEEDBACK.
    9. Full Waiver: YOU EXPRESSLY WAIVE AND RELEASE Refocus (AND Refocus' OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL 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 THE SITE, SERVICES OR YOUR USE OF THE SAME.
  7. Financing Vendors/Layaway

    8. From time to time Refocus may offer financing options and alternatives through Affirm, Inc., Klarna or other similar third party vendors (“Financing Vendors”). You acknowledge that to the fullest extent permitted by law, these Financing Vendors are not agents of Refocus and Refocus is not bound by the representations, promises, warranties or guarantees provided by any Financing Vendors. By using the Site you hereby waive and release any and all claims against Refocus that arise out of your use of, or the services of, any Financing Vendors. You are also bound by the terms and conditions imposed by the Financing Vendors including, but not limited to, the following terms Affirm, Klarna Pay In 4 and Klarna Terms.

    Refocus does not support layaway transactions. If you engage in an offsite layaway plan, Refocus will mark the item as paid and the seller will be solely responsible for tracking and enforcing the order.

  8. Email, Text and Fax Communications

    9. By using the Site and services available on the Site, you agree that you have an established business relationship (EBR) with Refocus and hereby waive any and all claims under the Telephone Consumer Protection Act (TCPA) as they relate to email, text message or fax communications from Refocus. You hereby expressly consent to communications of any kind from Refocus to the fullest extent permissible by law.

    When you register for an account, subscribe to a newsletter, or provide us with your email address or phone number, you will receive notice of and agree to receive marketing emails and messages from us. You can unsubscribe at any time from marketing emails or messages through the opt-out link included in marketing emails or messages, or by reaching out to Refocus. Please note that some changes to your account settings may take a few days to take effect.

  9. Refocus's Intellectual Property

    10. Refocus, and other Refocus graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Refocus or its affiliated companies in the U.S. and/or other countries. Refocus's trademarks and trade dress may not be used, in any manner, without the prior express written consent of a duly authorized representative of Refocus.

  10. Access and Interference

    11. Refocus may contain robot exclusion headers which contain internal rules for software usage. Much of the information on Refocus is updated on a real-time basis and is proprietary or is licensed to Refocus by Refocus's users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access Refocus for any purpose whatsoever, except to the extent expressly permitted by Refocus's with prior express written permission. Additionally, you agree that you will not take any action that imposes, or may impose, in Refocus's sole discretion, an unreasonable or disproportionately large load on Refocus's infrastructure. You will not copy, publicly reproduce, modify, create derivative works from, publicly distribute or publicly display any user Content, including via use of plug-ins, extensions, applications or scripts that interfere with the Content, features, or functions of the Site or Services. You will not interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site. And you will not bypass Refocus's robot exclusion headers or other measures Refocus may use to prevent or restrict access to Refocus.

  11. Breach of Refocus Terms of Use and Policies

    12. Without limiting its legal recourse or any other remedies, Refocus may, without notice, and without refunding any fees, delay or immediately remove Content, warn Refocus's community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Site, take technical and legal steps to keep a user off the Site and refuse to provide services to a user for any reason, including, for example if any of the following apply: (a) Refocus suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, including the Privacy Policy, the Community Rules or other policies and community guidelines incorporated herein; (b) Refocus is unable to verify or authenticate any of your personal information or Content; (c) Refocus believes that a user is acting inconsistently with the letter or spirit of Refocus's Community Rules or policies; or (d) Refocus believes a user has engaged in improper or fraudulent activity in connection with Refocus or the actions may cause legal liability or financial loss to Refocus's users or to Refocus. Notwithstanding the foregoing, Refocus retains the right to suspend or terminate a user should we have reason to believe you, your Content, or your use of our Services have violated our Terms of Use or Community Rules. Use of the Site is a privilege, not a right.

  12. No Warranty

    13. Refocus IS DEDICATED TO MAKING OUR SERVICES THE BEST THEY CAN BE, BUT WE’RE NOT PERFECT AND SOMETIMES THINGS CAN GO WRONG. YOU UNDERSTAND THAT OUR SITE AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

    WE DO NOT GUARANTEE THAT: (I) THE SITE OR SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SITE OR SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SITE OR SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SITE OR SERVICES SOLELY AT YOUR OWN RISK.

    REFOCUS’ SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS PROVIDE Refocus’S SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND. REFOCUS’ SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AGENTS AND SUPPLIERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM Refocus SHALL CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  13. Limitation of Liability

    14. IN NO EVENT SHALL Refocus, AND (AS APPLICABLE) Refocus’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, Refocus’S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. Refocus’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF Refocus’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO Refocus IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  14. Indemnity

    15. YOU AGREE TO INDEMNIFY AND HOLD REFOCUS AND (AS APPLICABLE) REFOCUS’ PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, THE PRIVACY POLICY, THE COMMUNITY RULES OR THE DOCUMENTS THEY INCORPORATE BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, THE FAILURE TO APPROPRIATELY COLLECT AND REMIT TAXES ON ANY SALES.

    We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.

  15. No Guarantee of Continuous Service

    16. Refocus does not guarantee continuous, uninterrupted access to the Site and no SLA representations or guarantees are included herein. Operation of the Site may be interfered with by numerous factors outside Refocus's control.

  16. Copyright Policy & Intellectual Property Policy

    17. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. Additional laws apply to trademark rights and other types of rights in the U.S. and worldwide. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining all necessary prior written consents of the owner(s) of such proprietary rights. If you do so repeatedly on the Site, you will be removed as a user. Without limiting the foregoing, if you believe that your work has been copied and posted on the Website by a user in a way that constitutes copyright infringement, or you are reporting other intellectual property issues, please contact Refocus's DMCA agent who can be located here.

  17. Refocus Sites

    18. Refocus Sites Terms of Use are located here. By utilizing Refocus Sites (including the Refocus App), you acknowledge that Refocus is providing the infrastructure and platform for your website, but maintenance, design, content and compliance with federal, state and local laws remains your responsibility as the Refocus Sites user. You acknowledge that you are responsible for compliance with federal, state and local laws applicable to your Refocus Site.

  18. Refocus Integrations

    19. Your use of Refocus Integrations indicates your assent to Refocus’s Terms and Policies contained herein. By utilizing Refocus Integrations, you acknowledge that Refocus is providing an integration of the Refocus.com platform with third party platforms providing e-commerce and other digital services and solutions (collectively the “Third Party Service Providers”). You are subject to all applicable Third Party Service Providers’ terms of service by utilizing Refocus Integrations. While Refocus is providing Refocus Integrations, maintenance, design, content and compliance with federal, state and local laws remains your responsibility as the Refocus Integrations user. You hereby waive any and all claims against Refocus, its officers, directors, employees and agents related to the use, maintenance, design and content of your Refocus Integration(s). You acknowledge that you are responsible for compliance with federal, state and local laws applicable to your Refocus Integration(s). You further agree to indemnify and hold Refocus harmless for any third party claims or complaints associated with your use of Refocus Integration(s). Refocus Integrations are provided “as is” and with all faults. DO NOT UTILIZE Refocus INTEGRATIONS IF YOU DO NOT AGREE WITH THESE TERMS.

  19. Your Responsibility for Legal Compliance and Taxes

    20. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any Refocus service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Site (excluding any taxes on Refocus's net income). This includes sales and/or use taxes applicable in each jurisdiction, depending on the threshold required for collection. This responsibility may include applicable customs and fees for import and export sales; Refocus assumes no responsibility for any losses, fees, or confiscations related to importing and exporting products purchased through Refocus.

    For seller income tax purposes, as of January 1, 2022, if you receive $600 or more in gross sales through the site, exclusive of Refocus's fees, you will receive a Form 1099-K from Refocus and may be obligated to pay federal or state tax on your taxable income. Refocus is not responsible, in any manner, for paying taxes on your earnings or your use of the Site. Refocus cannot provide tax advice. Please contact your tax professional to determine whether or not you have a tax liability.

  20. Proposition 65 - California

    21. The California Safe Drinking Water and Toxic Enforcement Act of 1986 (“Prop 65”) requires manufacturers, producers, packagers, importers, suppliers or distributors (the “Notice Parties”) of products to provide warnings to California consumers about potentially hazardous or cancer-causing materials in those products. Notice Parties are encouraged to include a warning that lists the specific chemicals in the product(s) if they are present in an amount that may be hazardous. Example warnings could read:

    WARNING: This product can expose you to chemicals, including [name of chemical], which is/are known to the State of California to cause cancer. For more information, go to www.P65Warnings.ca.gov.

    WARNING: This product can expose you to chemicals, including [name of chemical], which is/are known to the State of California to cause birth defects or other reproductive harm. For more information, go to www.P65Warnings.ca.gov.

    We encourage all Refocus users who sell to California residents to investigate the requirements and to make independent determinations about whether warnings are necessary when selling items to California residents. You can include warnings in your item descriptions on Refocus. You agree to indemnify and hold Refocus harmless for any violations of Prop 65 or any claims arising out of your violation of Prop 65.

  21. Severability

    22. If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

  22. No Agency

    23. You and Refocus are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

  23. Modification of Service or Terms and Policies

    24. Refocus reserves the right to modify or terminate the Refocus service for any reason, without notice, at any time, to the maximum extent permitted by law. Refocus reserves the right to alter these Terms of Use, including the Privacy Policy, the Community Rules or other Site policies at any time, so please review the policies frequently. Your continued use of the Site will act as your unqualified acceptance of any changes to the Terms and Policies, regardless of actual notice.

  24. Choice of Law

    25. This Agreement shall in all respects be interpreted and construed with and by the laws of the State of Illinois, excluding its conflicts of laws rules, and the United States of America.

  25. Refocus' Sanctions Policy

    26. Refocus does not currently process transactions from or to countries subject to full sanctions (“Sanctioned Countries”), or Politically Exposed Persons, or transactions involving such countries or such people. In addition, listings mentioning new items manufactured in Sanctioned Countries will be removed, if detected. Used items manufactured in Sanctioned Countries may be permitted, provided they do not violate any other provision of these Terms of Use. Decisions will be made at Refocus's sole discretion. Any item made from materials derived from endangered species will be removed from the Site.

  26. Survival

    27. All Sections which are intended by their terms to survive the expiration of this Agreement shall survive any termination or expiration of this Agreement.

  27. Notices

    28. Except as explicitly stated otherwise, any notices shall be given by postal mail to Refocus; Attn: Legal Department; 3345 N. Lincoln Ave, Chicago, IL 60657 (in the case of Refocus) or, in your case, to the email address you provide to Refocus (either during the registration process or when your email address changes), by notice posted to your user dashboard or by notice posted to the Site. Notice shall be deemed given 24 hours after email is sent or notice is posted. Alternatively, Refocus may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Refocus. In such case, notice shall be deemed given three days after the date of mailing.

  28. Disclosures

    29. The services hereunder are offered by Refocusmarket.com, LLC, located xxxx. If you are an Illinois resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.