Effective date: 2022/12/20
Welcome to Sabanto. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”), including, without limitation, any request to receive information about, or to purchase any of the products made available through our website(s), through dealers, or otherwise (each, a “Product”). Your purchase of any Products or Services will also be governed by any other terms made available by us to you during the sales process. If you have any questions, comments, or concerns regarding these terms or the Products or Services, please contact us at:
Address: 150 E. Pierce Road, Suite 230, Itasca, IL 60143
Please read these Terms carefully.
They cover important information about the Products and Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR PRODUCTS AND SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE PRODUCTS OR SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
WILL THESE TERMS EVER CHANGE?
We are constantly trying to improve our Products and Services, so these Terms may need to change along with our Products and Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://sabantoag.com/, send you an email, and/or notify you by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Products or Services. If you use the Products or Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
WHAT ABOUT MY PRIVACY?
Children’s Online Privacy Protection Act
We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information.
WHAT ARE THE BASICS OF USING SABANTO?
You may be required to sign up for an account, select a password and username (“Sabanto User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Sabanto User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
Additionally, you may be able to access certain parts or features of the Products or Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by Google. By using the Products or Services through a Third Party Account, you permit us to access certain information from such accounts for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf).
You will only use the Services and Products you obtain for your own internal business use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services or Products is prohibited by applicable laws, then you aren’t authorized to use the Products or Services. We can’t and won’t be responsible for your using the Services or Products in a way that breaks the law.
You will not share your Sabanto User ID, account or password with anyone, and you must protect the security of your Sabanto User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Sabanto User ID and account. You are responsible for maintaining the confidentiality of your User ID, account, and password and are fully responsible for all activities that occur under your User ID and password by you or by anyone else using your User ID and password, whether or not authorized by you. You agree to change your password immediately if you believe your password may have been compromised or used without authorization. You also agree to immediately inform us of any apparent breaches of security such as loss, theft, or unauthorized disclosure or use of your User ID or password by contacting us using the information provided below. Until we are so notified you will remain liable for any unauthorized use of your account.You may be required to receive certain instructions or training from Sabanto or an authorized Sabanto dealer before you will be able to use certain Products or Services. If that is the case, you will also be required to demonstrate you have read those instructions or participated in that training. If you use the Products or Services without receiving or complying with those instructions or that training, then you will be solely responsible for any consequences, and you agree to indemnify and hold Sabanto harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
To use certain Products or Services, or features of either, you may be required to acknowledge receipt of certain instructions, warnings, and other information including these Terms each time through a “click through” interface to ensure that you have receipt and read the information. By using the Products or Services, you agree that Sabanto’s use of this “click through” acknowledgment process is a reasonable and appropriate way of communicating this information, and is a reasonable term of use.
WHAT ABOUT MESSAGING?
As part of the Products or Services, you may receive communications through the Products or Services, including messages that Sabanto sends you (for example, via email or SMS). When signing up for the Products or Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Products or Services and providing us with your wireless number, you confirm that you want Sabanto to send you information regarding your account or transactions with us, which may include Sabanto using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Sabanto, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Sabanto. You agree to indemnify and hold Sabanto harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
ARE THERE RESTRICTIONS IN HOW I CAN USE THE SERVICES?
You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Products or Services, or otherwise use or interact with the Products or Services, in a manner that:
- infringes or violates the intellectual property rights or any other rights of anyone else (including Sabanto);
- violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Sabanto;
- is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- jeopardizes the security of your Sabanto User ID, account or anyone else’s (such as allowing someone else to log in to the Products or Services as you);
- attempts, in any manner, to obtain the password, account, or other security information from any other user;
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
- copies or stores any significant portion of the Content; or
- decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Products or Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Products or Services.
WHAT ARE MY RIGHTS IN THE SERVICES?
The materials displayed or performed or available on or through the Products or Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Products or Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Sabanto’s) rights.
Subject to these Terms, we grant each user of the Products and Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Products and Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Products or Services is expressly prohibited without prior written permission from us. You understand that Sabanto owns the Services and Content. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Content or Services. The Products and Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
Sabanto will obtain and process certain content/data you provide or that is provided on your behalf in order to perform its obligations under this Agreement. Sabanto may aggregate data and use such aggregated data to evaluate and improve the Products and Services and otherwise for its business purposes.
WHO IS RESPONSIBLE FOR WHAT I SEE AND DO ON THE PRODUCTS AND SERVICES?
Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Products or Services. We can’t guarantee the identity of any users with whom you interact in using the Products or Services and are not responsible for which users gain access to the Products or Services.
You are responsible for all Content you contribute, in any manner, to the Products or Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. In so doing, You agree not to upload or transmit through this Products or Services any computer viruses, trojan horses, worms, or anything else designed to interfere with, interrupt, or disrupt the normal operating procedures of a computer and also agree to use reasonable means and methods to prevent the accidental upload of the same. Any unauthorized modification, tampering, or change of any information, or any interference with the availability of or access to the Products or Services is strictly prohibited. We reserve all rights and remedies available to us including the right to be indemnitifed by you for all claims arising from your breach of this agreement.
The Products or Services may contain links or connections to third-party websites or services that are not owned or controlled by Sabanto. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Sabanto is not responsible for such risks.
Your interactions with organizations and/or individuals found on or through the Products or Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Sabanto shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site or Products or Services, or between users and any third party, you agree that Sabanto is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Sabanto, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Products or Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
WILL SABANTO EVER CHANGE THE PRODUCTS OR SERVICES?
We’re always trying to improve our Products and Services, so they may change over time. We may suspend or discontinue any part of the Products or Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Products or Services. We’ll try to give you notice when we make a material change to the Products or Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Products or Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
WHAT IF I WANT TO STOP USING THE SERVICES?
Sabanto is also free to terminate (or suspend access to) your use of the Services or your account for any reason at our discretion, including your breach of these Terms. Sabanto has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at email@example.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
The Sabanto trademarks and logos, all Product and Service names, all graphics, all button icons, and all trademarks, service marks and logos appearing within this Site, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Sabanto (the “Sabanto marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated within this Site are the property of their respective owners. You are not authorized to display or use the Sabanto marks in any manner without our prior written permission. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of other owners featured within this Site without the prior written permission of such owners. The use or misuse of the Sabanto marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited.
WHAT ELSE DO I NEED TO KNOW?
Warranty Disclaimer. Sabanto and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Sabanto and all such parties together, the “Sabanto Parties”) make no representations or warranties concerning the Products or Services, including without limitation regarding any Content contained in or accessed through the Services or any Products, and the Sabanto Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Products or Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Products or Services. The Sabanto Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Products or Services. Except as explicitly set forth in the previous paragraph, Products and Services purchased or offered (whether or not following such recommendations and suggestions) through the Services or otherwise are provided “AS-IS” and without any warranty of any kind from the Sabanto Parties or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE PRODUCTS, SERVICES, AND CONTENT ARE PROVIDED BY SABANTO (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE SABANTO PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO SABANTO IN CONNECTION WITH THE PRODUCTS OR SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. You agree to indemnify and hold the Sabanto Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Products or Services (including any actions taken by a third party using your account) and any Products, and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Sabanto’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Illinois, without regard to the conflicts of laws provisions thereof.
Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Sabanto and limits the manner in which you can seek relief from Sabanto. Both you and Sabanto acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Sabanto’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled, at the sole discretion of Sabanto, by binding arbitration in DuPage County, Illinois. Any arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Sabanto will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Sabanto will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(c) Small Claims Court; Infringement. Either you or Sabanto may assert claims, if they qualify, in small claims court in DuPage County, Illinois or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(d) Waiver of Jury Trial. YOU AND SABANTO WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Sabanto are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Sabanto over whether to vacate or enforce an arbitration award, YOU AND SABANTO WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Sabanto is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 150 E Pierce Rd, Suite 230, Itasca, IL – 60143 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Sabanto to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Sabanto agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, DuPage County, Illinois, or the federal district in which that county falls.
(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Sabanto.
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Products or Services, provided that the Sabanto may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Sabanto agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Sabanto, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Sabanto, and you do not have any authority of any kind to bind Sabanto in any respect whatsoever.
Except as expressly set forth in the section above regarding the arbitration agreement, you and Sabanto agree there are no third-party beneficiaries intended under these Terms.