TERMS & CONDITIONS
CUSTOM NIGHT GUARD SALE
A SALE MADE BY BRUXA, INC. (“Bruxa”) TO YOU (“Buyer”) FOR A CUSTOM NIGHT GUARD OR CUSTOM NIGHT GUARD SUBSCRIPTION (each, a “Product”) THROUGH JOINCLEARCLUB.COM (the “Online Store”) IS SUBJECT TO AND EXPRESSLY CONDITIONED ON BUYER’S ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS (“Terms and Conditions”). BY PLACING AN ORDER FOR A PRODUCT ON THE ONLINE STORE (“Order”), BUYER AGREES THAT THE FOLLOWING TERMS AND CONDITIONS APPLY TO BUYER’S ORDER.
- Acceptance. No Order shall be binding on Bruxa unless and until Bruxa confirms its acceptance in writing. For the avoidance of doubt, an Order acknowledgment shall not be deemed to constitute Bruxa’s acceptance of such Order. Bruxa reserves the right to not accept Buyer’s Order at Bruxa’s discretion, for example, if Bruxa is unable to receive authorization or payment, shipping restrictions apply to a particular item, the item ordered is out of stock, any other reason as determined by Bruxa, or for no reason. Bruxa shall have no liability to Buyer with respect to Orders that are not accepted. NO VARIATION OF THESE TERMS AND CONDITIONS SHALL BE BINDING UPON BRUXA UNLESS AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF BRUXA. BRUXA OBJECTS TO ANY OTHER WRITTEN TERMS PROPOSED BY BUYER WHICH ADD TO, VARY FROM, OR CONFLICT WITH THESE TERMS AND CONDITIONS, INCLUDING ANY SUCH TERMS SET FORTH IN AN ORDER UNLESS EXPRESSLY AGREED TO BY BRUXA IN WRITING. ANY SUCH PROPOSED TERMS SHALL BE VOID.
- Product Availability. Although Product may appear available on the Online Store, Bruxa does not guarantee that any Product will be available at the time of Buyer’s Order. If a Product is unavailable after Buyer places an Order, Bruxa will notify Buyer by email.
- Delivery, Shipping, Risk of Loss. Bruxa will use reasonable efforts to deliver Product at the times specified upon Buyer’s placement of an Order, provided, however, that all delivery dates are estimates only. All Product delivered hereunder will be suitably packed for shipment in Bruxa’s standard packaging, marked for shipment to Buyer’s address specified in Buyer’s Order, and shipped FCA Bruxa’s facility or Bruxa’s fulfillment center (“Delivery Point”), at which time risk of loss from any casualty and title pass to Buyer. All freight, insurance and other shipping expenses from the Delivery Point will be borne by Buyer.
- Payment and Prices.
- All prices are in US Dollars unless otherwise indicated. Buyer hereby authorizes Bruxa, or its designated third party payment processor, to charge the payment method Buyer specifies at the time of placing an Order for all sums described in such Order. Payment is also subject to any terms and conditions imposed by such designated third party payment processors. Pre-authorization of Buyer’s credit card account may be sought prior to purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Buyer’s purchase. Bruxa may charge, and Buyer must pay, fees or charges that are incidental to any chargebacks or collection of unpaid amounts for Product ordered by Buyer, including collections fees. If Buyer pays for its Order with an international credit card, the purchase price may fluctuate with exchange rates, and Buyer’s bank or credit card issuer may charge Buyer foreign currency conversion fees.
- Bruxa reserves the right to determine pricing for Product sold on the Online Store. Bruxa may change the price for Product at any time, but no price change will apply to an Order that Buyer has already placed. Bruxa shall try to ensure pricing details on the Online Store are accurate. If Bruxa discovers an error in the pricing of a Product in Buyer’s Order, Bruxa will let Buyer know as soon as possible. Bruxa is under no obligation to accept or otherwise fulfill an Order for a Product that was advertised at an incorrect price, and reserves the right to reject those Orders.
- Taxes and Other Charges. Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Bruxa and Buyer shall be paid by Buyer in addition to the purchase price for the Product. In the event Bruxa is required to pay any such tax, fee or charge, Buyer shall reimburse Bruxa therefore; or, in lieu of such payment, Buyer shall provide Bruxa at the time the Order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
- Returns, Refunds and Cancellations. Bruxa offers returns and refunds for, and cancellation of, Buyer’s Order in accordance with any express representations made on the Online Store. The foregoing policy states the entire liability and obligations of Bruxa, and the exclusive remedies available to Buyer, with respect to any returns or refunds for, and cancellations of, Buyer’s Order shall be, at Bruxa’s option, (i) to replace the Product; or (ii) to refund Buyer the amount paid for such Product (less any incurred shipping costs) for unused impression kits. Return postage is not included.
- Ownership, No Implied License. As between the parties, Bruxa retains all intellectual property and proprietary rights in and to the Product, including all technology and information pertaining to the Product. The sale of Product hereunder does not grant to, convey or confer upon Buyer or Buyer’s customers, or upon anyone claiming under Buyer, a license, express or implied, under any patent right, copyright, or other intellectual property right of Bruxa covering or relating to any use other than is consistent with the labeling or instructions for use thereof.
- Product Use. BUYER ACKNOWLEDGES THAT THE PRODUCT HAS NOT BEEN REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY. Any statements or purported statements by Bruxa have not been evaluated by any regulatory authority. This product is not intended to diagnose, treat, cure or prevent any disease, medical condition or ailment.
- Disclaimer of Warranties. THE PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND BRUXA SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No oral or written information or advice given by Bruxa or its employees will create a warranty, and Buyer may not rely on any such information or advice.
- Buyer Indemnity. Buyer shall defend, indemnify, and hold harmless Bruxa from and against any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) in connection with any third party claims, suits, or proceedings arising out of or relating to the use or purchase of the Product, unless proximately caused by the sole gross negligence or willful misconduct of Bruxa.
- Limitation of Liability. Bruxa’s liability and Buyer’s remedies arising out of or related the SALE, PURCHASE, AND USE OF Product HEREUNDER shall not exceed the purchase price paid by Buyer for the Product giving rise to such liability. IN NO EVENT SHALL BRUXA BE LIABLE FOR LOST PROFITS OR BUSINESS OPPORTUNITIES OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF RELATING TO THE SALE, PURCHASE, AND USE OF PRODUCT HEREUNDER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER BRUXA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE ABOVE LIMITATIONS AND EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT THAT APPLICABLE LAW PERMITS, IN ALL ACTIONS OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY. ANY CLAUSE DECLARED INVALID SHALL BE DEEMED SEVERABLE AND NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THESE TERMS AND CONDITIONS.
- Miscellaneous. These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State of California, U.S.A., excluding its conflict of law rules. All disputes arising out of these Terms and Conditions are subject to the sole and exclusive jurisdiction of the state and federal courts located within Los Angeles County, California and Buyer and Bruxa submit to the personal and exclusive jurisdiction of these courts. The parties agree that these Terms and Conditions contain the complete and exclusive agreement between Bruxa and Buyer regarding the sale, purchase, and use of the Product purchased hereunder. These Terms and Conditions supersede all prior agreements and understandings between the parties hereto with respect to the subject matter hereof. No modification of or amendment to these Terms and Conditions, nor waiver of any right under these Terms and Conditions will be effective unless in writing signed by an authorized representative of both parties. All rights and remedies under these Terms and Conditions are cumulative and are in addition to any other rights and remedies Bruxa may have at law or in equity. Any waiver of a default by Buyer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any provision of these Terms and Conditions shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings herein are for convenience only. These Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.