1.2 These Terms form a legally binding agreement between you and Memorial Stores LLC (“Memorial Stores”, “we”, or “us”). Please read these Terms carefully as they contain important information about your legal rights regarding Memorial Stores.
1.3 Your use of the website is subject to these Terms. Any time you visit the website, register for an Account on the website, purchase any product from us, or enter into any transaction with us whatsoever, you expressly acknowledge and agree to be bound in entirety by these Terms. If you do not agree to be bound by these Terms, you must not access the website.
1.4 We may amend these Terms at our sole discretion and at any time. We may not post a notice on the website when such change occurs. Your continued use of the website indicates your acceptance of the modified Terms.
2.1 To access and use the website or to purchase products through the website, you must be at least 18 years old and have the legal capacity to enter into binding contracts. If these conditions are not satisfied, please cease using the website immediately.
3.1 During the use of the website and to order any product displayed on the website, you may be required to create an account (“Account”).
3.2 When you create and activate your Account make sure that all the personal information, such as your name and email address and other details that you are required to provide (“Account Information”) are accurate and current, and are kept accurate, current, and complete. If the Account Information is untrue, inaccurate, not current or incomplete, or we believe that the Account Information is inaccurate, incomplete or untrue, we reserve the right to suspend or terminate your Account and refuse your use of the website, including, but not limited to, sales resulting from the website.
3.3 You agree to keep your Account Information and password secure and not allow anyone to use the website on your behalf. You must notify us immediately of any breach of security or unauthorized use of your Account. As between you and us, you are solely responsible and liable for the activity that occurs in connection with your Account. We are not liable for any loss or damage arising from any kind of unauthorized activity that takes place under your Account.
3.4 You must not impersonate others, including any Memorial Stores’ or other licensed employee, host, or representative, as well as other members or visitors on the website. In case you try to present yourself as another person, we reserve the right to suspend or terminate your Account and refuse your use of the website, including, but not limited to, sales resulting from the website.
4 Limited License and use of Website
4.1 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access the website and its content and to use the website to order any products for your personal and non-commercial use.
4.2 In accessing and using the website, you agree and acknowledge that you will:
(a) comply with applicable laws and regulations relating to access and/or use of the website;
(b) not attempt to alter or modify any part of the website;
(c) not use the website in any way that may damage, disable, overburden, or impair the website or interfere with any other person’s use or enjoyment of the website;
(d) not disassemble, decompile, or reverse engineer the website, or, in any way, adapt or modify the website, or create any derivative works therefrom;
(e) not conduct vulnerability tests or scans on the website;
(f) not rent, sublease, sublicense, market or otherwise distribute the website (in whole or in part) to any third person;
(g) not harass anyone in any manner or form on or using the website, including via email, chat or by using obscene or abusive language;
(h) not upload to, distribute, or otherwise publish through the website any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law; and
(i) not upload commercial content on the website or use the website to solicit others to join or become members of any other commercial online service or other organization.
5.1 Online Order and Order Confirmation
By submitting an online order, you make an offer to purchase products from us. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order nor does it constitute confirmation of our offer to sell.
(a) All prices are subject to change without notice and must be paid without setoff or deduction in accordance with these Terms.
(b) We accept the payment methods as indicated on the website. By submitting your order you represent and warrant that you are authorized to use the chosen payment method and that you authorize us to charge the price of the relevant order to the chosen payment method.
(c) You agree to keep the payment method current until your order is complete and quickly resolve any issues that may arise while we process your order. We may suspend or cancel your order without notice if the payment method cannot be verified, is invalid or otherwise unacceptable.
(d) We are entitled to charge you:
(i) an additional charge depending on the payment method you choose;
(ii) any cost which we pay to recover any amount owed to us by you, including without limitation any legal fees and debt collection charges; and
(iii) any bank or merchant fees, or commissions charged to us because of any issue with your payment method, together with additional administration fee to process such issues. All such charges must be paid to us on demand.
5.3 Product Descriptions
We have made efforts so that the website displays the dimensions and colors of the products as accurately as possible. However, the colors you see in our products will depend on your monitor. We cannot guarantee that your monitor's display of any colors will be accurate. We do not warrant that the product descriptions are accurate, complete, reliable, current, or error-free. If a product offered by the website is not as described, your sole remedy is to return the product in accordance with our Returns Policy.
We reserve the right to correct any errors, inaccuracies, or omissions in the information on the website and to change or update information at any time without prior notice (including after you have submitted your order).
5.4 Correction of Inaccuracies and Errors
In the event that any product is mistakenly listed at an incorrect price on the website, we reserve the right to refuse or cancel any order placed for the product listed at the incorrect price. We reserve the right to refuse or cancel any such orders whether or not the order has been confirmed and your payment method charged. If your payment method has already been charged for the purchase and your order is cancelled, we shall issue a credit to your payment method in the amount of the incorrect price.
5.5 Ordering Products
All products are subject to availability and all orders will be executed at your sole risk.
5.6 Change or Cancellation of Order
(a) We reserve the right at any time after receipt of your order, including after you receive an order confirmation, to decline or cancel your order for any reason.
(b) We may reduce the products ordered by you without notice, amongst others, for any of the following reasons, or for no reason:
(i) the product is no longer available; or
(ii) there was difficulty in processing payment information; or
(iii) delivery to the address was not possible.
(c) Any order for products that have not been personalized may be cancelled by you at any time prior to their dispatch, but not thereafter.
(d) Upon cancellation of your order or reduction in products ordered by you, any price paid in advance for such products will be refunded via your original payment method.
5.7 Special Pricing
All special pricing will begin and end on the date and at the time specified with the applicable offer. Please read the specific terms for the applicable offer to understand what restrictions or limitations may apply on your purchase of eligible products.
5.8 Shipment of Products
For more information about shipment of your products, please refer to our Shipping Policy. The Shipping Policy is incorporated into these Terms by reference.
5.9 Product Returns
To know about product returns, please refer to our Returns Policy. The Returns Policy is incorporated into these Terms by reference.
6 Intellectual Property Rights
6.1 The website is owned and operated by us. All right, title and interest in and to the website, and the entire content included in this website, including but not limited to, the text, graphics, code, logos, brand names, trademarks, designs, images, photographs, video clips and other materials thereon whether registered or not (collectively the “Intellectual Property”) and all worldwide intellectual property and proprietary rights related to, or embodied in such Intellectual Property are and at all times shall remain our sole and exclusive property.
6.2 You acknowledge and agree that you have not been granted or vested with any right, license, or ownership in or to any part of the Intellectual Property. Nothing in these Terms shall be construed to confer upon you any right to use any part of the Intellectual Property, whether by estoppel, implication, or otherwise.
6.3 You acknowledge and agree that no part of the Intellectual Property may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way without our prior written permission. You may also not alter, modify, or create derivative works from any part of the Intellectual Property without our prior written permission.
6.4 You acknowledge and agree that any breach by you of your obligations regarding the Intellectual Property will cause irreparable harm to us for which there is no adequate remedy at law. Therefore in the event of any breach or threatened breach of your obligation regarding Intellectual Property, we will be entitled to seek immediate injunctive relief in addition to the other remedies available under these Terms or under applicable law.
7 Third Party Sites
7.1 The website may link to websites that are owned and operated by third parties over whom we have no control. These external websites are governed by independent terms and conditions and privacy policies which you must review prior to using such websites.
7.2 You acknowledge and agree that when you access a third-party website available via a link contained on the website:
(a) you do so at your own risk and that to the full extent permitted by applicable law, we will not be liable for any loss or damage suffered by you or any other person as a result of or in connection with your access or use of such third-party website; and
(b) we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party website.
8 Product Warranties
8.1 Our products carry a one (1) year warranty against defects in materials or workmanship from the date of their purchase. If any product returned, during this one (1) year period, is reasonably found by us to have such defect, we, at our sole discretion will repair or replace the product at no cost to you. To receive a replacement order, the defective product must be returned in its entirety along with the original packaging and invoice.
8.2 You acknowledge and agree that the warranty does not apply in the following instances:
(a) products that are discolored due to environmental factors, abuse, misuse or neglect, or owing to their improper storage and cleaning by you; and
(b) products carrying inscription errors attributable to you.
8.3 We will endeavor to replace an eligible product with the same product. In the event we are unable to do so, you may chose an alternate product of the same value.
8.4 No repair or replacement will be carried out, if the product returned by you does not satisfy the conditions stated in clause 8.1. We may, at our discretion, return an ineligible product to you at your cost.
9 Disclaimer and Limitation of Liability
9.1 THE WEBSITE IS OPERATED BY US ON AN “AS IS” AND “AS AVAILABLE BASIS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OR GUARANTEE AS TO CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE WEBSITE, THAT ITS SERVERS ARE FREE OF COMPUTER VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS, THAT ERRORS OR DEFECTS WILL BE CORRECTED, OR THAT YOU WILL NOT HAVE DISRUPTION OR OTHER DIFFICULTIES IN USING THE WEBSITE.
9.2 YOU USE THE WEBSITE AT YOUR OWN RISK. WE SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY INACCURACY, ERROR OR OMISSION IN ANY CONTENT OR INFORMATION CONTAINED IN OR MADE AVAILABLE THROUGH THE WEBSITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THE WEBSITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THE WEBSITE.
9.3 TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXCLUDE ALL REPRESENTATIONS AND WARRNTIES OF ANY KIND ABOUT THE PRODUCTS ON THE WEBSITE, INCLUDING THEIR SUITABILITY FOR ANY PURPOSE.
9.4 ALL SUCH PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIIONS OF ANY KIND, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE OR THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT IN RESPECT OF SUCH PRODUCTS.
9.5 TO THE FULLEST EXTENT PERMITTED BY LAW, WE DO NOT AND WILL NOT ACCEPT LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOSSES OF ANY KIND ARISING UNDER THESE TERMS, OR OUT OF YOUR USE OF, OR DELAY OR INABILITY TO USE THE WEBSITE, OR THE MATERIALS ON THE WEBSITE, OR RELATED TO THE PURCHASE OF PRODUCTS FROM OUR WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, DAMAGES OR LOSSES.
9.6 IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, WE ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE OR ANY PRODUCT, OUR LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US FOR THE PRODUCT GIVING RISE TO SUCH CLAIM. OUR LIABILITY IS EXCLUDED TO THE EXTENT THAT YOU CONTRIBUTED TO THE LIABILITY AND IS ALWAYS SUBJECT TO YOUR DUTY TO MITIGATE YOUR LOSS.
9.7 IN THE EVENT THAT WE TERMINATE THE WEBSITE OR YOUR ACCESS TO THE WEBSITE PURSUANT TO THESE TERMS, YOU RELEASE US FROM ALL LOSS, DAMAGES OR LIABILITIES SUFFERED BY YOU AS RESULT OF OR ARISING OUT OF SUCH TERMINATION.
9.8 ALL OF THE ABOVE PROVISIONS ARE CUMULATIVE TO ONE ANOTHER.
10 Release and Indemnity
10.1 To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless us, our officers, directors, employees, representatives, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (a) your use of, or inability to use, the website; (b) your User Submissions; (c) your violation of these Terms or any applicable law; (d) any matter for which we have purported to disclaim liability under these Terms; (e) reduction or cancellation of your order, howsoever caused; (f) any activity carried out under your Account by you or any third party accessing your Account; and (g) any defect in the products or your use, repair, or storage of the product.
11 Other Rights
11.1 We reserve the right to monitor areas of the website electronically and may, in our sole discretion, use and/or disclose any data or communication of any kind.
11.2 We may terminate or suspend your Account and your accessibility to all or part of the website, without prior notice, for any conduct that we, in our sole discretion, believe is in violation of any applicable law or is harmful to the interests of another user, a third party or us.
11.3 We reserve the right to deny your purchase of any product if it is apparent that you intend to resell the products. In addition, we reserve the right to limit quantities of items purchased by you to protect us to these ends.
12.1 These Terms are effective until terminated by either party with no prior written notice. If you no longer agree to these Terms, you must stop your use of and visit to the website. You agree that any termination of your access to the website and any current order may be affected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your Account and all related information and files in your Account and bar any further access to such files or our website. Further, you agree that we shall not be liable to you or any third party for any termination of your access to our website.
12.2 You acknowledge and agree that termination of these Terms, any current order or your access to the website does not release you from any of your obligations and liabilities that may have arisen or been incurred prior to the date of such termination.
13 User Submissions
13.1 Any comments, feedback, suggestions, ideas, materials, notes, drawings, concepts, or other information about our products or website, disclosed, offered or submitted to us, including without limitation, posted to our website (collectively, “User Submissions”) shall be deemed, and shall remain, our property.
13.2 You agree that you shall be solely responsible for your User Submissions and the consequences of posting or publishing them. You agree that no User Submissions submitted by you will: (a) violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s); or (b) contain libelous or otherwise unlawful, abusive or obscene material.
13.3 You agree that we are under no legal obligation to: (a) keep the User Submissions in confidence; or (b) to read, act on or respond to any User Submissions.
13.4 You agree that we do not and cannot review all User Submissions and are not in any manner responsible for the content of the User Submissions. You acknowledge that we do not endorse any User Submissions posted on the website or warrant that any User Submissions posted on the website will remain there for any length of time. You acknowledge that by providing you with the ability to view and distribute User Submissions on the website, we are merely acting as a passive conduit for such distribution and are not undertaking any obligation or liability relating to any User Submissions. However, we reserve the right to block or remove any User Submissions that we, in our sole discretion, determine to be: (a) abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or other intellectual property right of another; or (d) offensive or otherwise unacceptable to us in our sole discretion.
13.5 You hereby represent and warrant that you are the sole and exclusive owner of all User Submissions that you make available on or through the website and are entitled to grant to us the rights in and to such User Submissions, as contemplated under these Terms. You agree that we shall exclusively own and you hereby assign to us without compensation or further obligation all now known or hereafter existing rights to the User Submissions of every kind and nature worldwide and shall be entitled to unrestricted use of the User Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the User Submissions, including the right to publish on the website or elsewhere and to use the User Submissions.
14.1 Delivery Notes: You agree that our delivery notes will be deemed proof of delivery to you of the products described in the delivery note. In the event of a dispute as to the number of products sold and delivered and their value, the onus of proving that the products were not delivered and/or the quantity and price thereof is not in accordance with our invoices will be upon you.
14.2 Unexpected Events: We are not liable for any failure to complete any order if the failure (directly or indirectly) arises out of circumstances which are not within our reasonable control such as pandemics, epidemics, national health emergencies, total or partial lockdowns, strikes, lock‑outs, failure of usual sources of supply of products, civil commotion, acts of terrorism, commercial exigencies, accidents, war, fire, flood, explosion, shortage of power, breakdown of plant or machinery, shortage of raw materials from normal source of supply, act of God or any order or direction of any local, state or federal government, government agency or instrumentality. If such circumstances occur, we may delay or suspend delivery of products, without any cost to us. In such an event, we may with your consent cancel the order and at our sole discretion, issue a credit, or refund any moneys paid in advance, after which you will have no further claim on the products or against us. If the order is not so cancelled, we will complete delivery as soon as reasonably practicable.
14.3 Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of such provision or any other provision of these Terms. Any waiver of any provision of these Terms by us can only be done expressly in writing. No breach of any provision of these Terms by you will be waived except with our prior written consent.
14.4 Payments: All payments to be made by you must be free and clear, without any set-off, counter claim, or condition.
14.5 Notices: Notices are taken to be read on the day they are received, unless they are received after 5 PM or not on any working day (any day other than Saturday, Sunday or public holiday) in which case they are deemed to be received on the next working day. Any notice will be delivered to you by means of an e-mail, a general notice on the website, or by other reliable method to the address you have provided to us. Any notice to us must be sent to firstname.lastname@example.org.
14.6 Assignment: You must not assign, sublicense, or otherwise deal in any other way with any of your rights under these Terms. We may assign our rights and duties under these Terms to any party at any time without notice to you.
14.7 Severability: If a provision of these Terms is invalid or unenforceable, it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
14.8 Choice of Law and Jurisdiction: You agree that any cause of action or claim directly or indirectly arising out of or relating to our website, the products provided through our website or the Intellectual Property must be commenced within one (1) year from the date on which such cause of action or claim first arose. You agree that all such cause of actions and claims shall be governed by the laws of the State of Virginia, notwithstanding conflict of law provisions. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in the state of Virginia and irrevocably agree that all such claims and cause of actions shall be heard in such court.
14.9 Entire Agreement: The contents of these Terms constitute the entire agreement between you and us and supersede any prior negotiations, representations, understandings, or arrangements made between you and us regarding the subject matter of these Terms, whether orally or in writing. Neither the course of conduct between you and us nor trade practice shall act to modify any of these Terms.
14.10 Survival: Upon termination of these Terms, all of the provisions of these Terms will cease to have effect, except for clauses 6 (Intellectual Property Rights), 9 (Disclaimer and Limitation of Liability), 10 (Release and Indemnity), 13 (User Submissions) and 14 (Miscellaneous), all of which shall survive any termination and continue to have effect.