TERMS & CONDITIONS

Last Modified: August 20, 2021

Welcome to ***.trgsolutions.com. These Terms and Conditions (“Terms” or “Agreement”) are an agreement between you (“you” or “User”) and Technology Recovery Group (“TRG,” “we,” “our,” or “us”) and describes the legal relationship between TRG and you and governs your use of the ***.trgsolutions.com website (the “Site”). By using the Site, you acknowledge that you have read and understood these Terms and agree to be bound by the Terms.

CHANGES TO TERMS

We may revise or update these Terms from time to time. All changes are effective as soon as they are posted and the most current version of the Terms will supersede all previous versions. Your continued use of the Site following any changes constitutes your acceptance and agreement to be bound by the updated Terms.

SITE STANDARDS

As a condition of your use of the Site, you warrant to TRG that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. You may not, without our express written, prior permission, access, monitor, manipulate, collect, scrape or copy any content or information on the Site using any data mining, robot, spider, scraper, or other automated means or any manual process for any purpose; take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Site; decompile, reverse engineer, modify, or disassemble any of the software on the Site; deep-link to any portion of the Site for any purpose; or “frame,” “mirror,” or otherwise incorporate any part of the Site into any other website. You agree to prevent any unauthorized hacking of the Site or unauthorized use. You may not exploit software errors or weaknesses to manipulate the system or Site. You may not use this Site to publish, disseminate, or submit any defamatory, offensive, improper or illegal material. You agree to comply with all applicable federal, state, local, and international laws, codes, ordinances and regulations when using the Site.

INTELLECTUAL PROPERTY

All content included as part of the Site or its operations, including all text, graphics, logos, images, button icons, audio clips, software, trademarks, copyrighted information, or any other material displayed on or contained within the Site (collectively, the “Content”), as well as the compilation, collection, arrangement, and assembly thereof, is the property of or licensed by TRG or its suppliers, vendors, or affiliates and protected by copyright and other laws that protect intellectual property and proprietary rights. You do not have, nor does your use of or access to the Site give you, any ownership interest in the Content. Any use of the Content that is inconsistent with the Site’s purpose, including the reproduction, modification, distribution, transmission, republication, display, or performance of the Content or Site, is strictly prohibited. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in the Content.

You may not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content, in whole or in part, found on the Site. TRG content and all other Content are not for resale. Your use of the Site does not entitle you to make any unauthorized use of any Content, and in particular you may not delete or alter any proprietary rights or attribution notices in any Content. You may use Content solely for your individual use and may make no other use of the Content without the express written permission of TRG and the copyright owner. TRG does not grant you any licenses, express or implied, to the intellectual property of TRG or its licensors except as expressly authorized by these Terms.

TRG respects the intellectual property of others. If you believe that your work has been copied in a way that violates your rights, please provide us the information necessary to evaluate your claim and respond appropriately.

ONLINE PRODUCT PORTAL

Through our online product portal hosted by VARStreet, you may be eligible to purchase our products, for which you have an existing Master Sales Agreement in place with TRG. By utilizing the online portal, if made available to you by TRG in its sole discretion, to purchase our products, you agree to abide by the requirements of these terms and conditions. All purchases made through the online portal are subject to the Merchant Policy made available to you at the time of purchase and the applicable Master Sales Agreement governing the sale and delivery of products by TRG. Additionally, the use of the online portal and any online purchases are subject to the requirements of these Terms and Conditions and any applicable terms and conditions and privacy policies of VARStreet or other hosting vendor TRG may use, as host of the online sales platform.

OTHER SITES

TRG may make reference to, link to, or utilize the services of third-party service providers accessible on the Site. TRG makes no representations whatsoever about any other Internet site which you may access through this one. Some websites linked to us are owned and operated by third parties. Because we have no control over those websites and resources, we are not responsible or liable for the availability of those external websites or resources, and we do not screen or endorse them. We are not responsible or liable for any content, advertising, services, products, or other materials on or available from third-party websites or resources. We are also not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any third-party content, goods or services available on or through any third-party website or resource. If you decide to access any third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted on those sites.

COLLECTION AND USE OF YOUR INFORMATION

All information we collect through or in connection with this Site is subject to our Privacy Notice, which can be accessed here.

APPLICABLE LAW

The Site is controlled, operated, and administered by TRG from our offices within the United States. To the maximum extent permitted by law, the Site, this Agreement, and all terms and conditions applicable to the Site, are governed by and will be interpreted by the laws of the State of Ohio without regard to its conflicts of laws rules and you consent to the exclusive jurisdiction and venue of courts in Ohio in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

If you access the Service from a location outside the United States, you are responsible for compliance with all non-US laws, including the local laws of your jurisdiction. You agree that you will not use the Site or Content in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless TRG, its officers, directors, employees, agents, independent contractors, telecommunication providers, vendors, its licensors, and third parties, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, and for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from, relating to, or arising out of your acts or omissions, including but not limited to your use of or inability to use the Site or services, including from outside the United States, any transmission or transfer of data in connection with, arising from, or resulting from your use of the Site, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. TRG reserves the right to participate in or assume the exclusive defense and control of any matter otherwise subject to indemnification by you, at its own cost, and choose its own legal counsel, but is not obligated to do so, in which event you will fully cooperate with TRG in asserting any available defenses. This indemnification shall survive any termination or discontinuation of the operation of the Site.

ARBITRATION

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in Cleveland, Ohio. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

CLASS ACTION WAIVER

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and TRG agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, CONTENT AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION. TRG MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME WITHOUT NOTICE.

TRG AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, CONTENT, PRODUCTS, CONTENT, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITH ALL FAULTS AND DEFECTS AND WITHOUT REPRESENTATIONS, WARRANTIES, OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TRG AND/OR ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRG AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR DESTRUCTION OR LOSS OF: USE, DATA, PROFITS, REVENUE, OR GOODWILL, OR FOR BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR ANY INFORMATION, CONTENT, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF TRG OR ANY OF ITS AFFILIATES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

WITHOUT LIMITATION TO THE FOREGOING, TRG MAKES NO REPRESENTATION OF ANY KIND THAT THE SITE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SITE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED, THAT THE INFORMATION WILL BE SUITABLE FOR YOUR NEEDS, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE INCLUSION OF ANY PARTICULAR PRODUCT OR SERVICE ON THE SITE DOES NOT CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICE BY TRG.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

TERMINATION/ACCESS RESTRICTION

TRG reserves the right, in its sole discretion, to terminate or limit your access to the Site and the related services at any time, without notice, or to take any action we determine is necessary if we believe that your use of the Site violates these Terms or infringes upon the rights of any person or entity. Any such action by TRG does not limit our rights or remedies at law or in equity.

Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access and use of the Site and refuse to provide our services to you at any time, with or without advance notice, if:

We believe that you have breached any material term of these Terms;
We are unable to verify or authenticate the information you provide to us;
We believe you are engaged in fraudulent, abusive or unlawful activity;
You access unauthorized areas of the Site;
We believe that your actions may cause legal liability for you, our visitors, or us;
We decide to cease operations or to otherwise discontinue any of the Services or its parts.

Neither TRG nor any third party acting on our behalf shall be liable to you for any termination of your access to the Site or our services.

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

Unless otherwise expressly stated, this Agreement constitutes the entire agreement between the user and TRG with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and TRG with respect to the Site. It is the express wish to the parties that this Agreement and all related documents be written in English.

SEVERABILITY

If any part of these Terms or this Agreement is determined to be invalid, illegal, or unenforceable by the arbitrator or a court of competent jurisdiction including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Our failure or delay in enforcing any provision of these Terms at any time does not waive our right to enforce the same or any other provision in the future.

FORCE MAJEURE

We shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond our reasonable control, including but not limited to: acts of God, such as fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; epidemics (including Covid 19), quarantines, war, riot, arson, embargoes, acts of civil or military authority, or terrorism; fiber cuts; strikes, or shortages in facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server, or software, for so long as such event continues to delay, inhibit or interrupt our performance.

ASSIGNMENT/DELEGATION/NO THIRD PARTY BENEFICIARIES

You may not assign or transfer rights nor delegate any duties or obligations under this Agreement without the prior written consent of TRG, which may be withheld in its sole discretion. This Agreement is between you and TRG as to your use of the Site and there are no third party beneficiaries to the Agreement in connection therewith.

NOTICES

All notices should be sent to:

TRG
31390 Viking Parkway
Westlake, Ohio 44145

All other comments, requests for technical support, and other communications relating to the Site should be directed to:

info@trgsolutions.com
440-250-9970