Terms and Conditions Pallet Pal, Inc.

This User Agreement and Terms of Service ("Agreement") sets forth the terms and conditions by which You agree to be bound when accessing the website, applications, tools, and services ("Services"), the terms and conditions of which may be amended from time to time by Pallet Pal Inc. a Pennsylvania corporation with an address of 42 South Pearl Street, North East, Pennsylvania 16428 (referred to as "Pallet Pal" in this Agreement) upon notice to You.

This Agreement contains numerous provisions that affect how any claims and disputes which may arise between you and Pallet Pal will be resolved; specifically, there is an agreement to arbitrate, a disclaimer of warranties, and a limitation of Pallet Pal's liability under this Agreement.

By continuing to use the Services, You are expressly agreeing that you acknowledge these provisions are in effect and that you agree to be bound by the arbitration provision contained within this agreement.

1. Terms of Membership and Billing.  

1. You must be at least eighteen (18) years of age to access or otherwise use the Services.  Individuals under the age of eighteen (18) may only access or otherwise use the Services under a parent or legal guardian's account. 
   
   
2. Your Pallet Pal membership begins on the first date of payment by You and will continue to be renewed monthly unless and until You notify Pallet Pal of Your intention to end your Pallet Pal membership.  Your payment method (whether it be via credit card, debit card, ACH, or the like) will be billed monthly based on your chosen membership tier unless You provide notice to Pallet Pal prior to the next renewal date in order to avoid billing for the next billing cycle.   
   
   
3. Your monthly membership subscription fee will be billed, including any applicable taxes, transaction fees, or other charges You may incur, to Your chosen payment method on the same calendar day the following month after You first sign up for the Services. 
   
   
4. Pallet Pal may offer multiple membership tiers and it is Your responsibility to ensure the membership tier and monthly membership subscription fee You choose is correctly reflected on Your billing statement. If You wish to change your membership plan (either up or down membership tiers), you must provide notice to Pallet Pal prior to the next renewal date in order to avoid billing at Your current membership tier for the next billing cycle.
   
   
5. It is Your obligation to keep your chosen payment method current in Pallet Pal's system, and, in the event, You use a debit card or ACH, that Your bank account has sufficient funds to pay the monthly subscription fee.  If an attempted charge by Pallet Pal is declined, Pallet Pal will attempt two (2) more times, and if Pallet Pal is unable to confirm the transaction is successful, Your account will be terminated.  YOU EXPRESSLY AGREE THAT PALLET PAL SHALL NOT BE LIABLE FOR ANY OVERDRAFT, INTEREST PAYMENTS, OR OTHER FEES YOU MAY INCUR AS A RESULT OF YOUR CHOSEN PAYMENT METHOD HAVING INSUFFICIENT FUNDS OR FOR ANY OTHER REASON. 

2. Termination / Cancellation. 

You may cancel your Pallet Pal membership at any time. You will have access to the Services through the end of Your current billing period.  Canceling your Pallet Pal membership can be done through the Pallet Pal website. Payments made to Pallet Pal for the monthly subscription fee for the Services are non-refundable and there shall be no refunds or credits for partial months of membership.   However, Pallet Pal may at any time and for any reason, provide a refund, discount, or other such credit to some or all of Pallet Pal's members.  The amount, form, and timing of such a credit, refund, or discount shall be solely at Pallet Pal's discretion; provided however that should Pallet Pal provide a credit, refund, or discount, it does not create an entitlement to future refunds, discounts or credits. 

3. Promotional Offers.  

1. Pallet Pal may, from time to time, offer promotional plans, offers, or memberships ("Promotions"), which may include rebates, trial memberships, or similar promotional programs.  Eligibility of a member for such Promotions is at Pallet Pal's sole and absolute discretion.  Pallet Pal reserves the right to revoke any and all Promotions at any time with or without notice to members.   
   
   
2. Rebate Program. Notwithstanding anything to the contrary, in the event that You subscribe to a membership tier that is eligible for a rebate program, Your rebates shall be calculated based on; 1) a new customer signing up and paying for a Pallet Pal membership subscription and 2) the new customer providing Your unique identifier code.  Your rebate for said customer will continue until said member ends his, her, or its Pallet Pal membership.  Your applicable rebates shall be calculated on or about the last day of the month for the preceding month and Your rebates shall be paid to You by a payment method of Pallet Pal's choosing including but not limited to; physical check mailed to the address in Your member profile, or electronic payment.  You shall receive Your rebate (if any) in the subsequent month after which Your rebate was calculated.  For example, and by way of illustration only, Your rebates for June shall be calculated on or about June 30, and Your rebate payment for June will be sent on or before July 31.  Pallet Pal reserves the right to cancel this Rebate Program at any time upon thirty (30) days' notices to You for any reason whatsoever; provided however that You shall be entitled to the rebates You would have earned during that thirty (30) day notice period.  
   
   

4. Use of Services.

When You access or use the Services, You agree to comply with this Agreement, as well as any of Pallet Pal's other published policies.  You further agree that You will not:

1. violate any applicable federal, state, or local rules, regulations, ordinances, or laws, infringe the copyright, trademark, patent, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to Pallet Pal or any third-party, or infringe on any other third-party rights; 
   
   
2. as a seller, fail to deliver items sold by You, unless You have a valid reason.  By way of illustration only, and not as a limitation, a valid reason would be You are unable to contact the buyer after documented attempts to do so; 
   
   
3. as a buyer, fail to pay for items purchased by You, unless You have a valid reason. By way of illustration only, and not as a limitation, a valid reason would be if You are unable to contact the seller after documented attempts to do so; 
   
   
4. post false, inaccurate, misleading, deceptive, defamatory, libelous, or other inappropriate content on Pallet Pal's site or otherwise distribute the same to Pallet Pal's members;
   
   
5. distribute or post unsolicited advertisement to Pallet Pal or its members; or 
   
   
6. detrimentally interfere with the Services or Pallet Pal's infrastructure or distribute viruses or any other technologies that may harm Pallet Pal or its members.

Violations of this Section (or any other provision of the Agreement) may result in the immediate suspension or deactivation of Your membership, with no refunds or credits provided, in Pallet Pal's sole and absolute discretion.  If You are a member of a rebate program and Your account is terminated under this Section, You shall forfeit the right to any and all outstanding rebates as of the day Your account is terminated; if Your account is suspended You shall not receive any rebates unless or until Your account is reinstated by Pallet Pal, in its sole and absolute discretion. 

4. Dispute Resolution (AGREEMENT TO ARBITRATE).

1. You and Pallet Pal hereby agree that any dispute, claim, or controversy arising out of or relating in any way to the Services (including this Agreement and this arbitration provision) ("Claim"), shall be determined by binding arbitration.  You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Pallet Pal are each waiving the right to a trial by jury or to participate in a class-action lawsuit.
   
   
2. If you wish to bring a Claim against Pallet Pal, You must first send to Pallet Pal, by certified mail, a written notice of your Claim ("Notice") to Pallet Pal, Inc., ATTN: CLAIMS, 42 South Pearl Street, North East, PA 16428.  If Pallet Pall wishes to bring a Claim against You, Pallet Pal shall send You a Notice to Your address listed in your membership profile.  A Notice, whether sent by you or by Pallet Pal, must (1) describe the nature and basis of the claim or dispute and (2) set forth the specific relief sought.  You and Pallet Pal shall attempt to resolve the Claim between yourselves for thirty (30) days after Notice has been received by the other party.  If the parties are unable to resolve the Claim amicably, on the thirty-first (31st) day after the Notice has been received by the other party, the party bringing the Claim may commence arbitration against the other.
   
   
3. The arbitration will be governed by the then-current Consumer Arbitration Rules ("Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by one arbitrator mutually acceptable to both parties, and if the parties are unable to agree, then the arbitrator is to be chosen in accordance with the Rules. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement.  You agree that any arbitration hearings will take place in Erie, Pennsylvania. The arbitrator's award shall be final and binding on all parties, except as otherwise allowed by law. 
   
   
4. YOU AND PALLET PAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and Pallet Pal agree otherwise, the arbitrator may not consolidate more than one person's claims with Your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void and the parties hereby consent to the exclusive jurisdiction of the Erie County Court of Common Pleas located in Erie County, Pennsylvania. 

5. Disclaimers of Warranties and Limitations on Liability.

1. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SITE, AND ANY ADDITIONAL TOOLS, PROMOTIONAL OFFERS, AND MEMBER BENEFITS, OFFERED BY PALLET PAL THROUGH USE OF THE SITE IS ON AN "AS-IS", "AS AVAILABLE" BASIS AND WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 
   
   
2. PALLET PAL, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, SUPPLIERS, AND LICENSORS ("PALLET PAL PARTIES") WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS TO AND USE OF THE SITE, AND ANY ADDITIONAL TOOLS, PROMOTIONAL OFFERS, AND  MEMBER BENEFITS, OFFERED BY PALLET PAL THROUGH USE OF THE SITE, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), REGARDLESS OF ANY POSSIBLE ALTERNATIVE THEORY OF LIABILITY. IF ANY COMPETENT AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PALLET PAL PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

6. Miscellaneous. 

1. Governing Law. This Agreement shall be construed in accordance with, and governed by the laws of the Commonwealth of Pennsylvania without regard to conflicts of law principles. To the extent it would apply, both You and Pallet Pal hereby reject the applicability of the United Nations Convention on Contracts for the International Sale of Goods.
2. Severability. Except as otherwise provided in this Agreement, if any provision of this Agreement is held to be invalid, void, or for any reason unenforceable by a court or tribunal of competent jurisdiction, then such provision shall be stricken and shall not affect the validity and enforceability of the remaining provisions.
3. Amendment of Agreement. Pallet Pal may amend this Agreement at any time by posting the amended terms on its website. Pallet Pal's right to amend the Agreement includes the right to modify, add to, or remove any terms and conditions of this Agreement. Your continued access or use of the Services constitutes Your acceptance of the amended terms. Notwithstanding anything to the contrary, Pallet Pal may also terminate this Agreement at any time for any reason, at its sole discretion, by giving You notice of such termination.
4. Authorization. If You create or use an account on behalf of a business entity, You are hereby representing and warranting that; a) You are authorized to act on behalf of such business and bind the business to this Agreement, b) such account is owned and controlled by the business entity, and c) no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
5. Survival. Any of the foregoing obligations, restrictions, or covenants of You and Pallet Pal under this Agreement that by their nature would continue beyond the termination, cancellation, or expiration of the Agreement, shall survive termination, cancellation, or expiration, including, but not limited to any and all Sections related to payments, dispute resolution, governing law, disclaimer of warranties, and limitation of liability.
6. Shipping. Pallet Pal is not responsible for shipping. At all times and for all transactions shipping terms and conditions are arranged by and agreed to between the seller and the buyer.