a. Cookies are small files or other pieces of data which are downloaded or stored on your computer or another device, that can be tied to information about your use of our website (including certain third party services and features offered as part of our website)
3. Please note that if you delete or disable our cookies you may experience interruptions or limited functionality in certain areas of the website.
BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD, ARE A RESIDENT OF THE UNITED STATES OR A BUSINESS ENTITY ORGANIZED UNDER UNITED STATES FEDERAL OR STATE STATUTE, AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. Any individual using the Website or Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
Subject to Your compliance with the terms and conditions of this Agreement, Pro Audio grants You a non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Website and Services. THE WEBSITE AND SERVICES ARE FOR YOUR PERSONAL AND NON-COMMERCIAL USE., The Website, or any portion of the Website, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Pro Audio. All rights not expressly granted hereunder are reserved by Toner Supply USA, INC ®. This Agreement grants You no rights in or to the intellectual property of Pro Audio or any other party. Pro Audio retains ownership of the Website and Services and all right, title, and interest therein, including without limitation all intellectual property rights therein, and You acknowledge and agree that you are acquiring only a limited right to use the Website and Services as licensed hereunder. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
6. User Information/Password Protection
In connection with Your use of the Services, You may be required to complete a registration form. You represent and warrant that all information You provide on any registration form or otherwise in connection with Your use of the Website and Services will be complete and accurate and that You will update that information as necessary to maintain its completeness and accuracy by visiting Your account. You may also be asked to provide or may be given, a username and password in connection with certain of the Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, username, or password of someone else at any time. You agree to notify Pro Audio immediately of any unauthorized use of Your account, user name, or password. Pro Audio shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by Pro Audio its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of Your account or password. You must also promptly notify Pro Audio if any credit card that You have to provide to us is lost, stolen, or used without permission.
7. Third-Party Websites
The Website is linked with the websites of a number of third parties ("Third-Party Websites"), some of whom have established relationships with Pro Audio and some of whom do not. Pro Audio does not have control over the content and performance of Third-Party Websites. Pro Audio HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, PRO AUDIO DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION, MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. TSU DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
8. Product Descriptions
Pro Audio attempts to be as accurate as possible in its product, pricing, and rebate information; however, Pro Audio cannot guarantee that product description and/or specifications, pricing or any other content on the Website are accurate, complete, reliable, current or error-free. In the event that information is incorrect due to typographical, informational, technical or other errors, Pro Audio will not be liable for any loss or discrepancy with accurate data. If a product offered on the Website is not as described, or does not meet your expectations, Your sole remedy is to return the product in accordance with Pro Audio's Return Policy.
9. Product Pricing
Except as otherwise noted, the price displayed for products on the Website represents the full retail price listed on the product itself, suggested by the manufacturer or supplier, or estimated in accordance with industry practice; or the estimated retail value for a comparably featured item offered elsewhere. Pro Audio cannot confirm the price of an item until You place an order; however, Pro Audio does not charge Your credit card, debit card or PayPal account until after your order has entered the shipping process. Despite Pro Audio's best efforts, a small number of items on the Website may be mispriced. If an item's correct price is higher than the stated the price, Pro Audio will, at Pro Audio's sole discretion, either contact You for instructions before shipping or cancel Your order and notify You of such cancellation.
10. Payment Methods
Pro Audio accepts credit cards, debit cards, PayPal, personal checks, money orders and cash. Pro Audio may obtain pre-approval from the credit card/debit card company or from PayPal (as the case may be) for an amount up to the amount of the order. Billing to Your credit card, debit card or PayPal account occurs at the point of shipping or shortly thereafter. Please review the Payment Method page on the Website for additional information on payment methods. Pro Audio accepts the following credit cards: Visa, MasterCard, American Express, and Discover. Pro Audio accepts debit cards with Visa or MasterCard logos.
11. Sales and Use Tax
Local sales or use tax may apply to your order depending on the order’s “ship to” address. Your order may be subject to sales and/or use tax as identified below.*
Orders with a shipping address located within the State of California are subject to California State sales tax of 6.5% and any local sales taxes applicable to the “ship-to” address.
The retailer is not required to and does not collect Kentucky sales or use tax. The purchase may be subject to Kentucky use tax unless the purchase is exempt from taxation in Kentucky. The purchase is not exempt merely because it is made over the Internet, by catalog, or by other remote means.
The Commonwealth of Kentucky requires Kentucky purchasers to report all purchases of tangible personal property or digital property that are not taxed by the retailer and pay use tax on those purchases unless exempt under Kentucky law. The tax may be reported and paid on the Kentucky individual income tax return or by filing a consumer use tax return with the Kentucky Department of Revenue. These forms and corresponding instructions may be found on the Kentucky Department of Revenue. These forms and corresponding instructions may be found on the Kentucky Department of Revenue’s internet website.
Orders with a shipping address within the State of Pennsylvania are subject to a 6% sales tax. Orders shipped to an address within Allegheny County may be subject to a 1% use tax. Orders shipped to an address within Philadelphia County may be subject to an additional 2% use tax.
Orders with a shipping address within the State of Tennessee are subject to a 9.25% sales tax.
All orders placed on the Website are subject to product availability and will be shipped according to Pro Audio's shipping policies. Please review the Shipping Information page on the Website for additional information on shipping times, rates and policies. In the rare event that Your order never arrives, notification of lost items must be received within 60 days from receipt of the shipping confirmation e-mail.
13. Return Policy
All sales made through the Website are subject to Pro Audio's return policies. For a complete explanation of the return policies, please review the Return Policy page on the Website.
14. Consent to Receive Email
By establishing an account with Pro Audio, You consent to receive periodic email communications from Pro Audio concerning Pro Audio's products and services, including without limitation, order confirmations, updated product information, special deals, and inquiries regarding the quality of our service.
15. Prohibited Uses
Pro Audio imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that You will not, without limitation:
(a) violate or attempt to violate any security features of the Website or Services.
(b) copy or otherwise duplicate, directly or indirectly, any portion of the Website, including without limitation, all product listings, prices or descriptions, designs, information, photographs, images, drawings, videos, music, text, typefaces, graphics, code, and other files, and the selection, arrangement and organization thereof (collectively, "PRO AUDIO Content").
(c) use any software that enables copying or duplication of the Pro Audio Content for later off-line viewing;
(d) distribute, display, modify, transmit, resell, reuse, or repost the Pro Audio in any electronic form, including any online service, the Internet or any other telecommunications medium which now exists or shall exist in the future, for any purpose, without the prior written permission of Pro Audio
(e) provide false, misleading or inaccurate information to Pro Audio.
(f) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity
(g) harvest or otherwise collect information about Pro Audio users, including email addresses and phone numbers.
(h) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites.
(i) access content or data not intended for You, or log onto a server or account that You are not authorized to access.
(j) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization;
(k) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing".
(l) use the Website or Services to send unsolicited e-mail, including without limitation, email promotions or advertisements for products or services
(m) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services;
(a) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability.
16. Intellectual Property
(a) Trademarks Pro Audio and Team Pro Audio, are trademarks or registered trademarks of Toner Supply USA, INC. ® Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third parties. Neither Your use of the Website and Services nor this Agreement grants You any right, title or interest in or to, or any license to reproduce or otherwise use, Pro Audio, or any third-party trademarks, service marks, graphics, logos or domain names
17. Disclaimers; Limitation of Liability
(a) NO WARRANTIES. PRO AUDIO, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRO AUDIO, ON BEHALF OF ITSELF AND LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER PRO AUDIO NOR LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER PRO AUDIO NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES.
(b) YOUR RESPONSIBILITY FOR DAMAGE. YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD TSU OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
(c) LIMITATION OF LIABILITY. THE LIABILITY OF PRO AUDIO AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL PRO AUDIO OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO PRO AUDIO OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF PRO AUDIO AND LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO PRO AUDIO DURING THE YEAR PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN PRO AUDIO AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
(d) APPLICATION. THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND TSU OR BETWEEN YOU AND ANY OF TSU' LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. PRO AUDIO'S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
18. General Representation and Warranty
You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other Pro Audio policies, and with any applicable laws or regulations.
19. Indemnity by You
You agree to defend, indemnify and hold harmless Pro Audio and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and contractors (collectively, the "Pro Audio Parties") from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, "Claims"), including but not limited to legal costs and fees, arising out of or relating to:
(i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement;
(ii) Your access to or use of the Website or Services
(iii) Your provision to Pro Audio or any of Pro Audio Parties of information or other data. The Pro Audio Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Pro Audio Parties. You may not settle any Claim without the prior written consent of the concerned Pro Audio Parties.
20. Liquidated Damages
You acknowledge and agree that it would be difficult to ascertain the exact amount of damages that Pro Audio would suffer as the result of the theft of Website text, graphics or images, especially if such stolen text, graphics or images are exploited for commercial use, whether in connection with the sale of printing supplies or otherwise, on a website or any other digital medium. Therefore, You agree that, in the event You steal, copy without authorization or otherwise misappropriate Website text, graphics or images, Toner Supply USA, INC ® will be entitled to recover from You liquidated damages in the amount of five thousand ($5,000.00) dollars per text selection, graphic or image that is stolen, copied without authorization or otherwise misappropriated. You agree that this amount represents a reasonable estimate of the damage that Pro Audio would suffer. ANY ACTION BY PRO AUDIOTO ENFORCE THIS SECTION SHALL NOT BE DEEMED A WAIVER OF PRO AUDIO'S RIGHT TO PURSUE, AT TONER SUPPLY USA, INC. ® SOLE DISCRETION, ANY AND ALL OTHER REMEDIES AVAILABLE TO PRO AUDIO UNDER THIS AGREEMENT OR BY LAW.
(a) Termination; Survival. Either party may terminate this Agreement and its rights hereunder at any time, for any or no reason at all, by providing to the other party notice of its intention to do so in accordance with this Agreement. This Agreement shall automatically terminate in the event that You breach any of this Agreement's representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by Pro Audio. Upon termination, all rights, licenses, and obligations created by this Agreement will terminate, except that 1-7, 14-22 and 24 will survive any termination of this Agreement.
(b) Effect of Termination. Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Subsequent to termination, Pro Audio reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP blocking and direct contact with Your Internet Service Provider.
(c) Legal Action. If Pro Audio in Pro Audio's discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, Toner Supply USA, INC ® will be entitled to recover from You as part of such legal action, and You agree to pay, Toner Supply USA, INC.(s) reasonable costs and attorneys' fees incurred as a result of such legal action. Pro Audio Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
All notices required or permitted to be given under this Agreement must be in writing. Pro Audio shall give any notice by email sent to the most recent email address if any, provided by the intended recipient to Pro Audio. You agree that any notice received from Pro Audio electronically satisfies any legal requirement that such notice is in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH PRO AUDIO IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY PRO AUDIO OF AN EMAIL TO THAT ADDRESS. You shall give any notice to Pro Audio by means of U.S. mail, postage prepaid, to TONER SUPPLY USA. INC. 8055 LANKERSHIM BLVD #11, NORTH HOLLYWOOD, CA. 91605
This Agreement constitutes the entire agreement between Pro Audio and You concerning Your use of the Websites. This Agreement and any other written agreements executed between You and Pro Audio constitute the entire agreement concerning Your use of the Services. This Agreement may only be modified by a written amendment signed by an authorized executive of Pro Audio or by the unilateral amendment of this Agreement by Pro Audio and by the posting by Pro Audio of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of Pro Audio. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and Pro Audio are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for Pro Audio Parties as and to the extent set forth in Sections 15and19 and Pro Audio's licensors and suppliers as and to the extent expressly set forth in Section 17, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to Pro Audio and Pro Audio's licensors and suppliers, and would, therefore, entitle Pro Audio or Pro Audio's licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.
* Information on this page is periodically updated and subject to change without notice.
© 2016 Pro Audio.® All Rights Reserved. Apple, Bose, JL Audio, Kicker, Rockford Fosgate (and the use "PUNCH ™") Sony (and use "Make Believe ™") Alpine, CRUNCH,
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