NLT authorizes you to access, view and use the Site content, services and software (collectively the “NLT Intellectual Property") solely to the extent necessary for you to use the Services. You may not remove any copyright, trademark or other proprietary notices that have been placed on the Enterprise Trade-In Site. You may not engage in systematic retrieval of data or other content from the Enterprise Trade-In Site. Except as expressly permitted by these Terms & Conditions, any modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting in any way the NLT Intellectual Property, or any portion of the Enterprise Trade-In Site, is strictly prohibited without the prior written permission of New Life Tech & Associates LLC.
You agree that you will comply with all applicable laws, regulations and ordinances relating to the Site and Services, the NLT Intellectual Property or your use of them, and that in using the Site and Services you will not engage in any conduct that restricts or inhibits any other person from using or enjoying the Services.
Except as otherwise indicated, all materials in the Site, including, and without limitation, the Enterprise Trade-In logo and other Enterprise Trade-In trademarks and service marks, are the sole property of New Life Tech & Associates LLC and are protected by international copyright and trademark laws, all rights reserved. You may use materials obtained from the Site for the permitted purposes set forth in these Terms & Conditions, provided that the following copyright notice appears in all copies of any downloaded or printed materials: © 2019 Enterprise Trade-In. All rights reserved. Any other use is prohibited.
A Member's Account may be set to inactive if there is no activity associated with that Account for 180 days.
We warrant that the Services and NLT Intellectual Property will conform substantially to the descriptions set forth on the Site. In the event of any breach of this warranty, the Customer's sole and exclusive remedy, and NLT's sole and exclusive liability, shall be (at NLT's option) to remedy the failure or to refund the monetary amount paid for the services by you (the Member), if any. Except as set forth in the foregoing sentence, we make no representations or warranties of any kind regarding the Services or the NLT Intellectual Property. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; THAT THE SERVICES AND NLT INTELLECTUAL PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICES OR NLT INTELLECTUAL PROPERTY, AND AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICES OR THE NLT INTELLECTUAL PROPERTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICES OR NLT INTELLECTUAL PROPERTY, EVEN IF ENTERPRISE TRADE IN HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY EVENT, NEW LIFE TECH & ASSOCIATES LLC' MAXIMUM AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES ARISING FROM THE SERVICES OR THE NLT INTELLECTUAL PROPERTY SHALL BE A REFUND OF THE AMOUNT PAID BY YOU TO US, IF ANY.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold New Life Tech & Associates LLC harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses, including legal fees, which may incur as a result of or arising out of (i) your access to or use of Services, (ii) your violation of these Terms & Conditions, or (iii) the infringement by you, or any party using your account, of any intellectual property or other right of any person or entity. NLT reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Enterprise Trade-In. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
You and Enterprise Trade-In agree that all matters arising from or relating to the use and operation of the Site and/or the Services will be governed by the substantive laws of New York, without regard to its conflicts of laws principles. You agree that all claims you may have arising from or relating to the operation, use or other exploitation of the Site and/or the Services will be heard and resolved in the federal and state courts located in New York, New York. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of these Terms & Conditions will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in these Terms & Conditions, "including" means "including but not limited to." If any provision of these Terms & Conditions is found by a court of competent jurisdiction to be invalid or unenforceable, then these Terms & Conditions will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, these Terms & Conditions set forth the entire agreement between you and Enterprise Trade-In regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. You agree that the electronic text of these Terms & Conditions constitutes a writing and your assent to the terms and conditions hereof constitutes a "signing" for all purposes.
By submitting any Enterprise Trade-In contact form, you understand that you may be contacted by an Enterprise Trade-In representative. You may be contacted via telephone, email, text, or prerecorded message regarding Enterprise Trade-In programs, offers, events, and announcements. By providing us your phone number, you grant Enterprise Trade-In permission for the use of text messages, prerecorded voice or and/or automated telephone dialing systems to contact you and/or deliver Enterprise Trade-In related information, offers or announcements. You agree that you are responsible for any charges that may be incurred as a result from Enterprise Trade-In contacting you via any mobile telephone number provided by you.
You are responsible for obtaining at your own expense all equipment and services needed to access and use the Site, including all devices, Internet browsers and Internet access. If you access the Site or a Site application through a mobile or wireless device, you are responsible for all fees that your carrier may charge you for data, text messaging and other wireless access or communications services.
The Site, including any software or applications we provide to you, is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the software with only those rights set forth herein. Your use of the Site must comply with all applicable laws in the territory in which you access and use the Site, including without limitation, all import and export control laws and regulations of the United States and other countries. You must not transfer, by electronic transmission or otherwise, any content, data, or software subject to restrictions under such laws to a national destination, person, or entity or for an end-use prohibited under those laws without first obtaining and complying with government authorization. You must not upload any data or software to the Site that cannot be exported without prior written government authorization and notification, including, but not limited to, certain types of encryption software.
Effective Date of Terms: 09/19/2019.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE COMPLETING CHECKOUT. THIS IS A LEGALLY BINDING CONTRACT BETWEEN YOU, Enterprise Trade-In.COM, INC. ("Enterprise Trade-In"), AND Enterprise Trade-In's THIRD-PARTY NLTS ("NLT") THAT PROVIDE A SERVICE FOR THE PURCHASING, RECYCLING AND/OR DONATING OF USED CONSUMER ELECTRONIC PRODUCTS (THE "NLT SERVICES"), AND BY PARTICIPATING IN THE NLT SERVICES AND COMPLETING THE TRANSACTION YOU ARE ACCEPTING THESE TERMS AND CONDITIONS AS SET FORTH BELOW. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS, DO NOT COMPLETE CHECKOUT OR SEND IN YOUR ELECTRONIC DEVICE(S).
This website is operated by Enterprise Trade-In, which provides a marketplace for NLT(s) to offer NLT Services through which you can sell, donate or recycle certain consumer electronic devices (the "Device") by receiving a conditional "Offer" from NLT after you describe your Device on the Enterprise Trade-In website or a third-party website integrating with the Enterprise Trade-In website or technology (the "Website"). The terms and conditions below (the "Terms of Service") govern your transaction to sell, donate or recycle your Device. You must agree to abide by these Terms and Conditions in order to complete a transaction with Enterprise Trade-In and NLT through the Website.
Please note that these Terms and Conditions may differ from the terms and conditions on NLT's website. Enterprise Trade-In provides a marketplace to connect third-party NLTs with customers looking to sell their unwanted, electronic devices. NLT may have its own website and terms and conditions which govern transactions completed on NLT's website. The Terms and Conditions below apply to all transactions initiated with Enterprise Trade-In and NLT through the Website. In the event there is any discrepancy between these Terms and Conditions, and those on NLT's website, these Terms and Conditions shall control.
YOU UNDERSTAND THAT ALL OFFERS ARE CONDITIONAL AND DEPEND ON THE ACTUAL MAKE, MODEL, CONDITION AND OPERATIONAL NATURE OF THE DEVICE.
1. General Requirements. You must be, and by requesting, receiving or using NLT Services, you represent and warrant that:
a. You are at least eighteen (18) years of age;
b. You are the actual, legal owner and title holder of any and all Devices sold or attempted to be sold to NLT or if you are not the owner, you are specifically authorized in writing to sell the Devices to NLT by the actual, legal owner;
c. Unless specifically authorized in writing as stated in 1(b) above, you are acting on your own behalf and not as the agent or representative of another person;
d. No other person or entity has any claims to or liens on the Devices; and
e. You are intending and agreeing to be legally bound by these Terms and Conditions. Enterprise Trade-In and/or NLT may request documentation or other proof of compliance with any of these requirements.
2. Device Requirements. The Device, and the sale and shipment of the Device to NLT:
a. Shall not be counterfeit, stolen or fraudulent;
b. Must comply with all applicable federal, state and local laws, statutes, regulation and ordinances, including all import and export laws; and
c. May not infringe on any third party intellectual property rights, such as copyrights or trademarks.
3. Product Valuation. NLT determines, in its sole discretion, which Devices are eligible for purchase, trade, returns and/or recycling by or through the NLT Services. All Offers provided by NLT will be based on NLT's own determination of the Device value in reliance on the accuracy of the information you supply including the model, carrier, brand and condition. Devices must be sent to NLT with all internal and external components to receive an accurate Offer. To accept an Offer, you must provide your personal information and complete the checkout process. If you accept the Offer, you are agreeing to provide your Device to NLT for the Offer price by mailing your Device to NLT. If you do not accept the Offer, the specific transaction expires. If you choose not to accept the Offer and decide at a later time that you do want to accept the Offer, you will need to start the transaction process again at which point the Offer may be different. Any Offer for your Device is non-transferable and not redeemable for any other consideration other than what is offered. If based on the information you supply, NLT determines that the Device has minimal value, NLT may provide you an Offer of $0. If you decide to continue and accept the Offer of $0, you may send the Device to NLT and NLT will accept the Device for recycling or donating. All recycled devices shall be recycled with an R2 Certified Recycler or an e-Stewards certified Recycler.
4. Device Inspection; Condition; and Tampering.
a. Inspection. Upon receipt of the Device, NLT will, in its sole discretion, determine the actual Device value, weighing factors that may include the actual make, model, condition and operational nature of the Device. As a part of the Device inspection, NLT may test that it powers up and retains a charge (as applicable), that all parts are included and intact, and ensure that all available features function correctly. Most issues with your Device are easily noticed, however, certain issues with your Device may not be known to you at the time of submission, but if issues exist, NLT will likely find them during inspection. If the Device differs in any way from the description you provided, NLT may provide you with a Revised Offer to reflect the actual Device value and notify you of the price change, as described in Section 5 below. NLT has the option to accept or reject the Device, including, without limitation, to reject any Device not conforming to the description you provided, any Device modified in such a way that it no longer conforms to the original factory specifications, any locked Device whose lock cannot be bypassed or any Device no longer complying with applicable laws or regulations (e.g., FCC rules, etc.) and/or any Device damaged in transit. If NLT rejects the Device for any of these reasons or if the Device is lost or stolen in transit, the Offer automatically expires and is revoked. If you are unsure of the condition, model or any others factors about your Device, please e-mail us at firstname.lastname@example.org Trade-In.com.
b. Condition of the Device. Devices must conform to the following conditional ratings listed on the Website for each Device: (a) Flawless; (b) Good; or (c) Damaged. NLT reserves the sole right to determine the final conditional rating of the Device received. All phones must have a clear and easy to read Electronic Serial Number ("ESN") or International Mobile Equipment Identity ("IMEI") number on the back or underneath the battery of the phone. Phones with the ESN or IMEI removed will be categorized as Damaged, and your Revised Offer may be reduced to $0.
c. Device Accessories. When sending your device to NLT, you must include any accessories for the Device that are included in your description when NLT calculated your Offer on Enterprise Trade-In or are specified in the instructions provided by Enterprise Trade-In to ship your Device. These accessories may include adapters, power cables, batteries or any other item required to operate the device. For certain devices, accessories may not be required, but if Enterprise Trade-In explicitly requires you to provide specified item(s), failure to include any of the item(s) may impact the final value of your Device and may result in a Revised Offer.
d. Passwords and Device Locks. You must remove all passwords and locks from your Device prior to sending them to NLT. If NLT is unable to fully and completely operate your Device without the use of passwords or device locks, then it may either re-categorize your product's condition as "Damaged," with a corresponding lower price, or return the Device. Examples of passwords and locks include, but are not limited to: BIOS passwords, logins to the operating system, administrator logins, iOS Activation Locks, personal identification number or PIN locks on any part of the system, biometric encryption, etc.
e. Clear for Activation. Your Device must be "Clear for Activation." This means that you are responsible for: (a) properly deactivating the Device with the cellular service carrier; (b) paying off any outstanding balance on that account prior to shipping the Device to NLT; and (c) ensuring your Device has not been reported as lost or stolen. If NLT receives a Device that is NOT Clear for Activation, your Revised Offer may be reduced to $0.
f. Tampering with the Device. If NLT receives a Device that has signs of being opened and/or there is internal damage to the Device that was clearly done by a person, NLT will revise the Offer. For example, if a Device is inoperable when submitted and NLT finds missing parts and/or wires cut upon opening the Device, then NLT will provide a Revised Offer that may be reduced to $0.
5. Revised Offer. NLT reserves the right to revoke the original Offer and provide a "Revised Offer" for the Device if: (a) you indicated the Device is in the Flawless or Good condition but it is not as described, and/or (b) you indicated the Device is in the Damaged condition but it is crushed, bent or has missing parts, and/or (c) you indicated a different model than that you sent to NLT, and/or (d) the Device is received in the mail more than thirty (30) days after you accepted the original Offer. In the event NLT provides you with a Revised Offer, you shall have the option of accepting or rejecting the Revised Offer. You will have seven (7) calendar days after Enterprise Trade-In and/or NLT sends the Revised Offer via e-mail to the e-mail address you provided to accept or reject the Revised Offer via e-mail or phone response. If you accept the Revised Offer, you will be paid as described in Section 6. If you reject the Revised Offer, the Device will be returned to the mailing address you provided on the Website during checkout free of charge. If the Revised Offer is neither affirmatively accepted nor rejected by you during the seven (7) calendar day period, NLT will consider the Revised Offer to have been accepted by you and you will be issued payment for the Revised Offer price within two (2) business days.
6. Payment. Enterprise Trade-In and/or NLT shall notify you via e-mail when NLT has received your Device. NLT shall have five (5) business days from the date NLT receives the Device to: (a) notify you that you must take an action regarding a bad or active ESN or a device lock (b) provide confirmation to Enterprise Trade-In to initiate payment in the amount of the Offer price, or (c) provide you with a Revised Offer. If you are contacted to take an action regarding a bad or active ESN or a device lock, you will have five (5) calendar days to complete such action. If you successfully complete the required action, NLT shall have five (5) business days to initiate payment in the amount of the Offer price or provide you with a Revised Offer. If you fail to complete the required action, NLT may return your device or provide a Revised Offer that may be reduced to $0. In the event you receive and accept a Revised Offer, NLT shall have two (2) business days from the date of your acceptance to provide confirmation to Enterprise Trade-In to initiate payment in the amount of the Revised Offer price. If you do not receive the applicable Offer or Revised Offer payment outlined above from Enterprise Trade-In, a reissue payment shall only be sent if requested by you within six (6) months from the date that confirmation is sent by NLT to Enterprise Trade-In to initiate the original payment. Enterprise Trade-In may offer payment in a variety of commercially reasonable forms, including but not limited to, gift card, retail store credit, other goods, cash, check or PayPal electronic payment, and shall process the payment in accordance with your selection of the particular payment options available at the time of checkout on the Website
a. Non-Electronic Payment Methods. If payment is made by a non-electronic payment method, such as gift card, retail store credit, other goods, cash, or check, such payment shall be sent via regular, U.S. mail.
b. Electronic Payment Method (PayPal). If payment is made through PayPal, the payment shall be placed directly into the PayPal account, as provided by you during the checkout process or a subsequent communication with Enterprise Trade-In, and available to you in accordance with PayPal standard procedures. Enterprise Trade-In is responsible for any transactional fee imposed by PayPal.
7. Communication and Contact Information. By using the NLT Services, you agree to transact with Enterprise Trade-In and/or NLT electronically. You are required to provide Enterprise Trade-In and/or NLT with accurate and complete contact names, mailing address, and e-mail address. You may also provide a phone number; however, Enterprise Trade-In and/or NLT make no guarantee that it will contact you via telephone. It is your duty to keep your e-mail address accurate, valid and up to date and to ensure that e-mails Enterprise Trade-In and/or NLT sends you are not filtered or stopped by spam filters or other types of e-mail blocking functionalities. It is also your duty to obtain all equipment and services needed to access and use your e-mail including all devices, Internet browsers and Internet access. Enterprise Trade-In and/or NLT shall not be held responsible for communication errors due to: (a) your contact information being inaccurate or incomplete; (b) e-mails sent to you being blocked or filtered as spam; or (c) your inability to access your e-mail at the e-mail address you provided.
8. Offer Acceptance and Title. Your acceptance of the original Offer and/or any Revised Offer is final and you may not change your mind later about accepting such offer. Except as specifically set forth below in Sections 8(a) and (b), all right, title and interest in and to the Device shall be passed to NLT upon issuance of payment to you for the Offer price. Once title passes to NLT, NLT may re-sell, recycle or donate the Device at any time, in its sole discretion. NLT cannot and does not guarantee that it will be able to honor any request for return of the Device and/or any data or information contained in the Device once title has passed to NLT. Notwithstanding anything herein to the contrary, for an Offer price of $0 or a Revised Offer price of any amount, the passing of title shall occur in accordance with the following:
a. In the event that the Offer price is $0, all right, title and interest in and to the Device shall pass to NLT upon NLT's receipt of the Device.
b. In the event that you receive a Revised Offer, all right, title and interest in and to the Device shall pass to NLT upon your acceptance of the Revised Offer, whether affirmatively or by failure to reject the Revised Offer on time.
9. Data Removal. NLT will remove any and all personal information and data from all the Device(s) including, but not limited to, phonebook entries, personal codes, e-mail addresses, personal addresses, IM addresses, photos, and downloaded files prior to shipment of the Product(s) to the Company. You should also remove any SIM cards as these may contain sensitive information and are not needed. Although NLT's standard practice is to remove all personal information from your Device, Enterprise Trade-In and/or NLT make no guarantee that certain devices can be fully cleared such as iCloud locked devices. Once the data is removed from the Device, it can no longer be retrieved. By sending NLT your Device, you agree to release Enterprise Trade-In and/or NLT from any claim as to the Device, the data stored in such Device, or any information on any media used in conjunction with the Device, or for such data's security, integrity, confidentiality, disclosure or use. Enterprise Trade-In and/or NLT is not responsible for: (a) any loss or damage suffered by you due to any personal information or data that is not erased from the Device and may be transferred to a third party; or (b) any loss of data after you submitted your Device to NLT.
a. Timing. Your Device must be received by NLT within thirty (30) days after the date you complete the checkout process on the Website. If the Device is not received by NLT within (30) days, the Offer price will be null and void. If Devices are received by NLT after (30) days, you will be contacted via e-mail with a Revised Offer at the current value for the Device.
b. Materials. Enterprise Trade-In or NLT may provide the option for you to print out a shipping label and provide your own shipping materials as opposed to using the shipping kit provided by Enterprise Trade-In or NLT. In either case, it is your responsibility to ensure that the Device(s) are properly packaged to avoid damage during transit.
c. Liability. Enterprise Trade-In and/or NLT is not liable or responsible for lost, stolen or damaged Device(s) during shipping. Although Enterprise Trade-In or NLT will provide you with a free prepaid shipping kit to send your Device(s) to the NLT's facility, any loss or damage during transit, either to or from NLT's facility, is your responsibility. If you wish to insure your package, insurance must be purchased by you at your sole expense.
d. Return Shipping. In the event you receive a Revised Offer and you reject that Revised Offer, the NLT will return your device free of charge, with the exception of the receipt of a stolen or counterfeit Device(s).
11. Privacy. Enterprise Trade-In and NLT recognize that privacy is very important. All personal information sent to Enterprise Trade-In and/or NLT via electronic mail, over the phone or social media such as email addresses, phone numbers, mailing addresses, names and PayPal accounts will be kept confidential. Your information may be used to complete your transactions with Enterprise Trade-In and/or NLT and to contact you in the future. Enterprise Trade-In and/or NLT will not share your personal information with third parties without your permission, except in the limited circumstances described below.
a. Enterprise Trade-In and/or NLT may provide your personal information to companies that provide services to help Enterprise Trade-In and/or NLT with their business activities such as fulfilling your request for a free shipping kit. These companies are authorized to use your personal information only as necessary to provide these services to Enterprise Trade-In and/or NLT.
b. Enterprise Trade-In and/or NLT may disclose your personal information when Enterprise Trade-In and/or NLT reasonably believes that it is required by a law or legal process and to protect and defend the rights and interests of Enterprise Trade-In and/or NLT, their affiliates, suppliers, or users. In the event Enterprise Trade-In and/or NLT goes through a business transition, such as a merger, being acquired by another company, or selling a portion of their assets, users' personal information will, in most instances, be part of the assets transferred.
c. Enterprise Trade-In and/or NLT may use and disclose your aggregated usage information with others, in a form that does not identify any individual, to allow Enterprise Trade-In and/or NLT and their advertisers to present targeted advertising to you. Enterprise Trade-In and/or NLT may disclose to third parties, including advertisers and potential business partners, aggregated statistics that Enterprise Trade-In and/or NLT develops from your usage habits, preferences, and history. For example, Enterprise Trade-In and/or NLT may disclose generalized information about usage habits based on aggregated statistics developed from your site usage behavior and search history. This statistical information will not identify any individual. If you have any questions or have any security concerns please feel free to contact Enterprise Trade-In and/or NLT at email@example.com.
12. Indemnity. You agree to indemnify and hold Enterprise Trade-In and/or NLT, and their parent, subsidiaries, affiliates, officers, directors, agents, and employees harmless from any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees), made by any third party due, connected to, or arising out of your violation or breach of these Terms and Conditions, or your violation of any law or the rights of any third party. Enterprise Trade-In and/or NLT reserves the right to assume the exclusive defense and control at your expense of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Enterprise Trade-In and/or NLT's defense of such claim.
13. Limited Liability. IN NO EVENT SHALL NLT OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR CONTRACTORS BE LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR ANY CLAIMS BY YOU OR THIRD PARTIES WHATSOEVER WITH RESPECT TO YOUR TRANSACTIONS WITH NLT. In addition, NLT's aggregate liability and the liability of its directors, officers, employees, affiliates, agents or contractors to you or any third parties in any circumstance is limited to the greater of (a) the estimated value of the Device(s) as stated in the initial Offer or (b) $50. Some states do not allow the exclusion or limitation of liability, so the above limitations may not apply to all users; in such states liability is limited to the fullest extent permitted by law.
14. Release of Enterprise Trade-In. Enterprise Trade-In, as the provider of the marketplace for you and NLT, is not responsible for the NLT Services, including the transaction between you and NLT to sell/purchase, recycle or donate your Device. By using the NLT Services through the Enterprise Trade-In Website, you agree to release Enterprise Trade-In and Enterprise Trade-In's officers, directors, agents, subsidiaries, joint ventures, employees, attorneys, successors and assigns from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, resulting from or in any way connected with the NLT Services.
15. Third Party Beneficiaries. Except for Enterprise Trade-In being a third party beneficiary of the release as described in Section 14, nothing expressed or implied in these Terms and Conditions is intended or shall be construed, to confer upon or give any person, firm or corporation other than you and NLT, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in their being deemed a third party beneficiary of this Agreement.
16. Entire Agreement. These Terms and Conditions constitute the entire agreement between you, Enterprise Trade-In and NLT regarding the subject matter hereof and supersedes any other agreements or understandings (whether written or oral) between you, Enterprise Trade-In and NLT regarding the subject matter hereof.
17. Waiver. Enterprise Trade-In and/or NLT's waiver of, or failure to enforce, any right, term or provision of these Terms and Conditions on one occasion will not be deemed a waiver of any other right, term or provision on the same occasion or the same right, term or provision on any other occasion.
18. Severability. If a court of competent jurisdiction declares any provision of these Terms and Conditions to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the provision that is held to be invalid, illegal or unenforceable shall remain in effect as far as possible in accordance with the intention of the parties.
19. Governing Law; Venue. These Terms and Conditions will be governed by the laws of the State of New York, without reference to its conflict of law principles. You, Enterprise Trade-In and NLT agree to submit to the exclusive jurisdiction of the federal and state courts located in New York, New York with respect to disputes hereunder.
20. Modification. Enterprise Trade-In and/or NLT reserves the right to modify these Terms and Conditions at any time. If you do not agree to the changes, you should discontinue using the NLT Services. Your continued use of any NLT Services after any changes take effect constitutes your acceptance of the changes. Each time you submit a Device for sale on the Website, you reaffirm your acceptance of the Terms and Conditions as in effect at the time of such use. You are responsible for reviewing the Terms and Conditions each time you use the NLT Services. Changes to the Terms and Conditions are effective immediately upon posting on the Website.