Terms & Conditions - International Wholesale Tile

TERMS & CONDITIONS

Please review these terms and conditions and the Privacy Policy (Your Privacy Rights), which govern your use of internationalwholesaletile.com, any other site operated by TESORO, any mobile application offered by us, and any other site on which these terms and conditions appear (each referred to as a “Site”).

PLEASE REVIEW THE FOLLOWING CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. THESE TERMS AND CONDITIONS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN A JURY OR ANY OTHER COURT PROCEEDING, OR CLASS ACTION OF ANY KIND.

COPYRIGHTS

This Site and the materials within it are © 2019 TESORO, Inc. (“TESORO”). Viewing this Site creates a copy of TESORO materials in your computer’s random access memory and/or in your hard drive and/or in your proxy server.

USE LICENSE

TESORO grants you permission to view this Site and to print individual pages from this Site for your own personal, noncommercial use, provided that you agree to and accept without modification the notices, terms, and conditions set forth in this agreement. You may not modify, copy (except as set forth in the preceding sentence), distribute, transmit, display, perform, publish, license, create derivative works from, transfer or sell any information, material, software, products, or services from this Site. Your use of this Site constitutes your agreement and acceptance without modification of the notices, terms, and conditions set forth herein. In addition, as a condition of your use of this Site, you represent and warrant to TESORO that you will not use this Site for any purpose that is unlawful, immoral, or prohibited by these terms, conditions, and notices. If you do not agree and accept without modification the notices, terms, and conditions set forth herein, do not use this Site. Other than this agreement and agreements between you and TESORO relating to the sale of products or services to you through this Site, TESORO will not enter into any agreement with you or obligation to you through this Site and no attempt to create such an agreement or obligation will be effective.

TRADEMARKS

The trademarks, service marks, and logos (the “Trademarks”) used and displayed on this Site are registered and unregistered Trademarks of TESORO and others. Nothing on this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site, without the prior written permission of the Trademark owner. TESORO aggressively enforces its intellectual property rights to the fullest extent of the law. The name of TESORO, the TESORO logo, and the other TESORO formatives may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior written permission from TESORO. TESORO prohibits the use of the TESORO logo as part of a link to or from any site unless the establishment of such a link and use of the TESORO logo is approved in advance by TESORO in writing. Fair use of TESORO’s Trademarks requires proper acknowledgment. Other product and company names mentioned on this Site may be the trademarks of their respective owners.

PROHIBITED CONDUCT

In connection with your use of this Site, you may not:

“harvest” (or collect) information from this Site using an automated software tool or manually on a mass basis (unless we have given you separate written permission to do so). This includes, for example, information about other users of the Site and information about the offerings, products, services, and promotions available on the Site,
use automated means to access the Site, or gain unauthorized access to the Site or to any account or computer system connected to the Site,
“stream catch” (download, store or transmit copies of streamed content),
obtain, or attempt to obtain, access to areas of the Site or our systems that are not intended for access by you,
“flood” the Site with requests or otherwise overburden, disrupt or harm the Site or its systems,
circumvent or reverse engineer the Site or its systems, or
restrict or inhibit another user or users from using and enjoying this Site. In addition, if you post something to this Site, such as comments or other content, you may not post anything that:
infringes any third party intellectual property right (such as copyrights),
is defamatory (i.e., something that is negative and untrue about another person or entity),
divulges another person’s or entity’s confidential or private information or trade secret,
is fraudulent, unlawful, threatening, harassing, abusive, obscene, or discriminatory,
encourages criminal conduct,
advertises or solicits business for products or services other than those that are offered and promoted on this Site, or
contains any virus, malware, spyware or other harmful content or code.

PRODUCT ORDERS

TESORO cannot guarantee the availability of any particular product displayed on this Site. TESORO reserves the right to discontinue the sale of any product listed on this Site at any time without notice. Product prices offered on this Site may vary from other advertised prices due to varying conditions in different geographic markets. The prices displayed on this Site are quoted in U.S. dollars and are valid and effective only within the United States, and such prices do not include shipping and handling or sales taxes, if applicable, which will be added to your total invoice price. You are responsible for the payment of any shipping and handling charges and state and local sales or use taxes that may apply to your order. We do not guarantee that any content is accurate or complete, including price information and product specifications. If we discover price errors, they will be corrected on our systems, and the corrected price will apply to your order. TESORO reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions (including after an order has been submitted and accepted). Delivery of flooring products is “curbside” only. If you require special shipping arrangements (upstairs, rooftop, etc.), we recommend that you select the “Special Shipping Arrangements” option on the Shipping Method page in checkout and complete the purchase of items in your order without specifying a specific shipping method. For online or phone orders, merchandise may be shipped from multiple locations to you or your selected F&D store for pickup. TESORO therefore will charge your credit card(s) at the time of purchase a deposit equal to 100% of the purchase price, plus any taxes and delivery fees. In the event of an unexpected delay in the shipment of the merchandise, you will be notified and given an opportunity for a full refund.

LINKS TO THIRD PARTY SITES

This Site may contain links to Sites owned or operated by parties other than TESORO. Such links are provided for your reference only. TESORO does not control outside Sites and is not responsible for their content. TESORO’s inclusion of links to an outside Site does not imply any endorsement of the material on the Site or unless expressly disclosed otherwise, any sponsorship, affiliation, or association with its owner, operator, or sponsor, nor does TESORO’s inclusion of the links imply that TESORO is authorized to use any trade name, trademark, logo, legal or official seal or copyrighted symbol that may be reflected in the linked site.

GOOGLE MAPS API AND GOOGLE’S INVISIBLE RECAPTCHA

This site uses the Google Maps API and Google’s Invisible ReCaptcha. By using this site, you are bound by Google’s Terms of Service.

EMPLOYMENT INFORMATION

TESORO may make employment information available through this Site. TESORO is an equal opportunity employer. TESORO provides equal employment opportunities to qualified persons without regard to race, color, religion, sex, national origin, age, veteran status or disability. TESORO’s policy relates to all phases of employment including recruitment, placement, promotion, training, demotion, transfer, layoff, recall and termination, rates of pay, employee benefits, and participation in all company-sponsored employee activities.

CONTACTING US

If you have any questions about this agreement, please call us at 770-421-3705 / 877-675-0002 or use the contact us page at www.flooranddecor.com. Although TESORO will in most circumstances be able to receive your e-mail or other information provided through this Site (including, without limitation, service requests and other submissions), TESORO does not guarantee that it will receive all such e-mail or other information timely and accurately and shall not be legally obligated to read, act on or respond to any such e-mail or other information. Be aware that Internet e-mail typically is not secure.

SUBMISSIONS

TESORO is pleased to hear from its customers and visitors to its website regarding its products and services. If you send or submit any information or material (e.g., postings to chat boards, e-mails, submissions to contests, images for Visualizer/Visualize It!, or “before and after” pictures and/or commentary) to TESORO (the “Submissions”), the Submissions shall be deemed, and shall remain TESORO’s property. The Submissions shall not be subject to any obligation of confidentiality on the part of TESORO and TESORO shall not be liable for any use or disclosure of the Submissions. By providing the Submissions to TESORO, you agree that TESORO has the right to publish the material for any purpose, and in any medium, including, but not limited to, advertising and promotional purposes. You represent that any Submissions posted or otherwise submitted by you to the Site are original to you and that you have the right to grant us these rights.

Please do not send us your ideas for our business. We are always thinking and creating, and we may have similar ideas of our own. To avoid any disputes between us relating to ideas that you have submitted to us you agree that, if you send us your ideas, you are giving us the right to use them, and you waive and release us from claims that we have used your ideas without your permission.

COPYRIGHT INFRINGEMENT NOTICES

If you are a copyright owner who believes in good faith that your copyrighted material has been reproduced, posted, or distributed on this site in a manner that constitutes copyright infringement, please inform our designated copyright agent by sending written notice by U.S. Mail to David Christopherson, General Counsel, TESORO, 2500 Windy Ridge Parkway SE, Atlanta, GA 30339 or by email to legal@flooranddecor.com. Please include the following information in your written notice: (1) a detailed description of the copyrighted work that is allegedly infringed upon; (2) a description of the location of the allegedly infringing material on the site; (3) your contact information, including your address, telephone number, and, if available, an email address; (4) a statement by you indicating that you have a good-faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or the law; (5) a statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner’s behalf; and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement. Please note that the contact information provided in this paragraph is for suspected copyright infringement only. Contact information for other matters is provided elsewhere in these Terms of Use or on the Site.

SUSPENSION OR TERMINATION OF ACCESS

We have the right to deny access to, and to suspend or terminate your access to, the Site, or to any features or portions of the Site, and to remove and discard any content or materials you have submitted to the Site, at any time and for any reason, including for any violation by you of these terms and conditions. In addition, we have a policy of terminating the Site usage privileges of users who are repeat infringers of intellectual property rights. In the event that we suspend or terminate your access to and/or use of the Site, you will continue to be bound by the terms and conditions that were in effect as of the date of your suspension or termination.

INFORMAL DISPUTE RESOLUTION

Either party asserting a dispute shall first try in good faith to resolve it by providing written notice as specified below to the other party describing the facts and circumstances (including any relevant documentation) and allowing the receiving party 30 days in which to respond. Notice shall be made by first-class or registered mail (1) to TESORO at 2500 Windy Ridge Parkway SE, Atlanta, GA 30339, Attn: Legal Department, or (2) to you at the postal address on file with TESORO. Both you and TESORO agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any arbitration or suit against the other party.

ARBITRATION AGREEMENT

Scope of the Arbitration Agreement.

Mindful of the high cost of legal disputes, not only in dollars but in time and energy, both you and TESORO agree that any legal dispute or claim between you and TESORO arising out of, relating to or concerning this Site and/or this agreement, any communications between you and TESORO, or your participation in any other program or service provided by TESORO, shall be resolved through binding individual arbitration unless you opt-out of this Arbitration Agreement using the process explained below or unless you are permitted to resolve your legal dispute or claim outside of arbitration pursuant to this Arbitration Agreement.

All arbitration proceedings between you and TESORO will be governed by the rules of the American Arbitration Association then in effect (the “Rules”). You or TESORO may commence an arbitration against the other by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement between you and TESORO. If you and TESORO cannot agree on the appointment of a single arbitrator within 30 days after the request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted at a site specified by TESORO in Atlanta, Georgia. The award of the arbitrator will be the exclusive remedy of you and TESORO for all claims, counterclaims, issues or accountings presented or pleaded to the arbitrator. The award of the arbitrator may require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in a state court presiding over Atlanta, Georgia or, if subject-matter jurisdictional requirements can be satisfied, the United States District Court for the Northern District of Georgia, and you irrevocably submit to the jurisdiction and venue of any such courts in any action or proceeding brought to enforce a judgment. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL, TO SUE, OR TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS, INCLUDING ANY CLASS-ACTION SUIT. Notwithstanding the foregoing waiver, either you or TESORO may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply. Furthermore, you may file a petition seeking to bring a claim for public injunctive relief, if provided for under applicable statute, before a court of proper jurisdiction and venue as stated in this agreement. If such a court finds that the right to pursue a claim for public injunctive relief in court is permitted despite this Arbitration Agreement, you may proceed with such claim in such court.. The term “dispute” means any dispute, action, claim, or another controversy between you and TESORO, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.

Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement. Only the arbitrator is authorized to make determinations as to the scope, validity, or enforceability of this Agreement, including whether any dispute falls within its scope. However, the parties agree that any issue concerning the validity of the lawsuit waiver above must be decided by a court, and an arbitrator does not have the authority to consider the validity of such waiver.

Right to Opt-Out of this Arbitration Agreement.

GOVERNING LAW, JURISDICTION, AND OTHER TERMS

The Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal law. To the extent state law applies to any aspect of the Arbitration Agreement, and with regard to any interpretations of this agreement or any permitted non-arbitrated disputes or claims under this agreement, the law of the State of Georgia will govern without regard to principles of choice or conflicts of law. You agree that any permitted non-arbitrated disputes or claims between you and TESORO arising from or related to the Site or this Agreement shall exclusively be resolved in a state court presiding over Atlanta, Georgia or, if the subject matter jurisdictional requirements can be satisfied, in the United States District Court for the Northern District of Georgia, and you irrevocably consent and submit to the personal jurisdiction and venue of such state and federal courts for any such dispute or claim. You waive any right that you may have to object to the personal jurisdiction or venue of such state and federal courts.

You are responsible for compliance with applicable laws. Any use in contravention of this provision or any provision of this agreement is at your own.

You agree that TESORO may at any time change the terms, conditions, and notices under which this Site is offered. Such changes will be effective when posted. By continuing to use the Site after we post any such changes, you accept the terms and conditions as modified. We reserve the right to make changes to, or to suspend or discontinue (temporarily or permanently), this Site or any portion of this Site. You agree that we will not be liable to you or to any third party for any such modification, suspension or discontinuance.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and TESORO as a result of this agreement or your use of this Site. TESORO’s performance of this agreement is subject to existing laws and legal process and nothing contained in this agreement is in derogation of TESORO’s right to comply with law enforcement requests or requirements relating to your use of this Site or information provided to or gathered by TESORO with respect to such use.

The communications between you and us via this Site use electronic means, whether you visit this Site or send us an email, or whether we post notices on this Site or communicate with you via email. For contractual purposes, you consent to receive communications from us in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

This agreement, the privacy policy (Your Privacy Rights) located on our Site, and any terms of sale constitute the entire agreement between you and TESORO with respect to this Site. This agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and TESORO with respect to this Site. Any alleged waiver of any breach of this agreement shall not be deemed to be a waiver of any future breach. A printed version of this agreement and/or of any notice given by TESORO in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement or your use of this Site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained by TESORO in printed form.

If any provision of these terms and conditions is found to be illegal or unenforceable, the remainder of these terms and conditions shall continue to be fully valid, binding, and enforceable. These terms and conditions are not intended to benefit any third party and do not create any third party beneficiaries. Accordingly, these terms and conditions may only be invoked or enforced by you or us.

Effective Date: December 31, 2019.