Terms of service

Last updated: August 3, 2026

OVERVIEW

Welcome to Imperi.

The terms “Imperi,” “we,” “us,” and “our” refer to Richmond Advantage LLC d/b/a Imperi. Imperi operates this store and website, including all related information, content, features, tools, products, services, customer accounts, and communications, including eligible SMS and MMS messaging programs, to provide you with the Services described in these Terms.

Imperi is powered by Shopify, which enables us to provide certain portions of the Services to you.

These terms and conditions, together with any policies referenced herein, constitute these “Terms of Service” or “Terms” and describe your rights and responsibilities when you access or use the Services.

Please read these Terms carefully. They contain important information about your legal rights and obligations, including warranty disclaimers and limitations of liability.

By visiting, interacting with, or using the Services, you agree to be bound by these Terms and our Privacy Policy, available at:

https://imperi.com/policies/privacy-policy

If you do not agree to these Terms or our Privacy Policy, you should not access or use the Services.

SECTION 1 – ACCESS AND ACCOUNTS

By agreeing to these Terms, you represent that you are at least the age of majority in your state, province, or jurisdiction of residence and have the legal capacity and authority to enter into these Terms.

If you access or use the Services on behalf of a company, employer, restaurant, organization, governmental entity, or other business, you represent and warrant that you have the authority to bind that organization to these Terms. In that case, the terms “you” and “your” include both you and the organization you represent.

To access or use certain Services, including our online store, customer account features, ordering tools, pricing, or purchasing functions, you may be asked to provide information such as your:

• Name;

• Business name;

• Email address;

• Telephone number;

• Billing information;

• Payment information;

• Shipping or delivery address;

• Tax-exemption information; or

• Other account or transaction information.

You represent and warrant that all information you provide is accurate, current, and complete and that you have all rights and authorizations necessary to provide the information.

You are solely responsible for maintaining the confidentiality and security of your account credentials and for all activity that occurs through your account.

You must promptly notify Imperi if you know or reasonably suspect that your account has been accessed or used without authorization.

You may not transfer, sell, assign, sublicense, or otherwise provide your account or account credentials to another person except for authorized users of a business account as permitted by Imperi.

Imperi may suspend, restrict, or terminate access to an account if we reasonably believe that:

• The account is being used without authorization;

• The information associated with the account is inaccurate;

• The account presents a security or fraud risk;

• The account is being used in violation of these Terms; or

• Suspension is reasonably necessary to protect Imperi, our customers, Shopify, or another person.

SECTION 2 – OUR PRODUCTS

We make reasonable efforts to provide accurate representations and descriptions of our products and services.

However, product colors, dimensions, appearance, packaging, labels, prints, specifications, or other characteristics may differ from how they appear on your screen because of:

• The device you use;

• Your display settings;

• Manufacturer changes;

• Packaging updates;

• Product substitutions approved by you;

• Production tolerances; or

• Other factors outside our control.

Unless expressly stated otherwise in writing, images and renderings are illustrative and may not depict the exact product, packaging configuration, color, or quantity delivered.

We do not warrant that the appearance or quality of a product or service will meet every subjective expectation or be identical to the depiction shown in our online store.

All product descriptions, specifications, packaging quantities, prices, and availability are subject to change at any time without notice.

We reserve the right to:

• Modify or discontinue a product;

• Limit quantities;

• Restrict sales by customer, account, geographic area, or jurisdiction;

• Substitute packaging or an equivalent product with your approval;

• Correct product information; or

• Decline to offer a product where legally or operationally necessary.

Certain products may be subject to manufacturer specifications, minimum-order quantities, case-pack requirements, lead times, availability limitations, or separate written terms.

SECTION 3 – ORDERS

When you place an order, you are making an offer to purchase products or services from Imperi.

Imperi reserves the right to accept, reject, modify, limit, or cancel an order for any lawful reason in our discretion.

Your order is not accepted until Imperi confirms acceptance. An automated order acknowledgment or website confirmation does not necessarily constitute final acceptance.

We may require payment authorization, credit approval, verification of account information, confirmation of product availability, or other information before accepting or fulfilling an order.

Please review your order carefully before submitting it. Imperi may be unable to accommodate cancellation or modification requests after an order has been accepted, processed, picked, packed, custom-manufactured, or transferred for delivery.

If we reject, modify, or cancel an order, we will make reasonable efforts to notify you using the email address, billing address, telephone number, customer account, or other contact information provided in connection with the order.

Purchases are subject to our Refund Policy, available at:

https://imperi.com/policies/refund-policy

You represent and warrant that:

• You are authorized to make the purchase;

• Any purchase made for an organization is properly authorized by that organization;

• The products will be used or resold only for lawful purposes;

• You will comply with applicable resale, export, safety, storage, and product-use requirements; and

• You will not purchase or use products in violation of applicable law.

Unless Imperi expressly agrees otherwise in writing, you are responsible for confirming that a product is appropriate for your intended application.

Product recommendations or information provided by Imperi do not replace your responsibility to review applicable product specifications, manufacturer instructions, safety information, laws, regulations, and industry requirements.

SECTION 4 – PRICES AND BILLING

Prices, discounts, rebates, quotes, and promotions are subject to change without notice unless Imperi has expressly committed to a price in a written agreement.

The price charged for a product or service will be the price accepted by Imperi for the applicable transaction.

Prices shown online may differ from:

• Customer-specific contract pricing;

• Quoted pricing;

• Physical-store pricing;

• Telephone-order pricing;

• Sales-representative pricing;

• Marketplace pricing; or

• Pricing offered through another sales channel.

Unless expressly stated otherwise, posted or quoted prices do not include:

• Sales or use taxes;

• Shipping charges;

• Delivery fees;

• Handling charges;

• Customs duties;

• Import charges;

• Fuel or accessorial charges; or

• Other applicable governmental or transaction-related charges.

Promotions may be governed by separate terms. If specific promotional terms conflict with these Terms, the specific promotional terms govern solely with respect to that promotion.

You agree to provide current, complete, and accurate purchase, payment, billing, and account information.

You agree to promptly update your information, including your:

• Email address;

• Billing address;

• Payment information;

• Account contacts;

• Tax status; and

• Authorized purchasers.

If you pay by credit or debit card, you represent and warrant that:

1. The information provided is accurate and complete;

2. You are authorized to use the payment method;

3. The charges will be honored by the applicable financial institution; and

4. You will pay all authorized charges, taxes, shipping fees, and other applicable amounts.

If Imperi extends commercial credit or payment terms, those terms may be subject to:

• A credit application;

• Credit approval;

• Account limits;

• Invoicing requirements;

• Payment deadlines;

• Finance charges or late fees permitted by an applicable agreement or law;

• Suspension of further credit; and

• Other written credit terms.

Failure to pay an amount when due may result in suspension of credit, delayed fulfillment, cancellation of pending orders, referral for collection, or other lawful remedies.

SECTION 5 – SHIPPING AND DELIVERY

All shipping, pickup, and delivery times are estimates unless Imperi expressly guarantees a specific time in writing.

We are not liable for delays caused by:

• Shipping carriers;

• Traffic;

• Weather;

• Vehicle issues;

• Customs processing;

• Supplier delays;

• Product shortages;

• Inaccurate delivery information;

• Lack of access to a delivery location;

• Acts or omissions of the recipient;

• Events outside our reasonable control; or

• Force-majeure events.

You are responsible for providing complete and accurate delivery instructions and for ensuring that an authorized person is available to receive the products where required.

You must promptly inspect delivered products and notify Imperi of any visible shortage, damage, error, or discrepancy within the period stated in our Refund Policy or other applicable written agreement.

Unless otherwise agreed in writing, title and risk of loss pass as provided by the applicable delivery arrangement, shipping term, carrier agreement, or law.

Where Imperi uses its own delivery personnel, title and risk of loss generally pass upon delivery to the address or authorized recipient identified in the order.

Where products are transferred to an independent carrier for shipment, title and risk of loss may pass when the products are transferred to the carrier, except where applicable law requires otherwise.

Additional fees may apply for:

• Expedited delivery;

• Emergency delivery;

• Weekend delivery;

• Redelivery;

• Detention or excessive waiting time;

• Incorrect delivery information;

• Restricted-access locations;

• Liftgate service;

• Inside delivery;

• Residential delivery; or

• Other special handling.

SECTION 6 – INTELLECTUAL PROPERTY

The Services, including their trademarks, brands, text, displays, images, graphics, photographs, product reviews, videos, audio, software, code, databases, designs, selection, arrangement, and other content, are owned by or licensed to Imperi, its affiliates, Shopify, or their respective licensors.

The Services are protected by applicable United States and international intellectual-property laws.

These Terms grant you a limited, revocable, nonexclusive, nontransferable right to access and use the Services for lawful personal or internal business purposes.

Unless expressly authorized in writing, you may not:

• Reproduce;

• Distribute;

• Modify;

• Create derivative works from;

• Publicly display;

• Publicly perform;

• Republish;

• Download;

• Store;

• Scrape;

• Extract;

• Sell;

• License; or

• Transmit

any material from the Services, except for ordinary browser caching or materials Imperi expressly makes available for download.

Nothing in these Terms grants you ownership of or a license to any patent, trademark, copyright, trade secret, or other intellectual property except for the limited right to use the Services expressly stated above.

Unauthorized use may violate federal, state, and international intellectual-property laws.

All rights not expressly granted are reserved.

Imperi’s names, logos, product names, service names, designs, and slogans are trademarks or trade dress of Imperi or its affiliates or licensors. You may not use them without prior written permission.

Shopify’s names, logos, products, service names, designs, and slogans are trademarks of Shopify.

All other names, logos, product names, service names, designs, and slogans displayed through the Services belong to their respective owners.

SECTION 7 – OPTIONAL TOOLS

The Services may provide access to tools, integrations, applications, or functionality offered by third parties.

Imperi may not monitor, control, or have input into such third-party tools.

You acknowledge and agree that access to optional third-party tools is provided “as is” and “as available,” without warranties, representations, conditions, or endorsements of any kind.

To the fullest extent permitted by law, Imperi will not be liable for claims, losses, or damages arising from or relating to your use of an optional third-party tool.

Your use of a third-party tool is at your own risk and discretion. You are responsible for reviewing and accepting the terms and privacy practices of the applicable provider.

We may add new tools, resources, features, or functionality to the Services. Unless otherwise stated, those additions are considered part of the Services and are subject to these Terms.

SECTION 8 – THIRD-PARTY LINKS

The Services may contain content, materials, embedded functionality, or links to websites or services operated by third parties.

Imperi is not responsible for examining or evaluating the content, availability, security, accuracy, legality, or privacy practices of third-party websites or services.

Accessing a third-party website or service is at your own risk.

To the fullest extent permitted by law, Imperi is not liable for harm or damages arising from:

• Your access to a third-party service;

• Your purchase or use of third-party products or services;

• Third-party content;

• Third-party data practices; or

• Transactions between you and a third party.

Review the applicable third party’s terms, policies, and practices before entering into a transaction or providing personal information.

Questions, complaints, claims, or concerns relating to a third-party product or service should be directed to the applicable third party.

SECTION 9 – RELATIONSHIP WITH SHOPIFY

Imperi is powered by Shopify, which enables us to provide the Services to you.

However, any sale or purchase made through our store is made directly between you and Imperi.

By using the Services, you acknowledge and agree that Shopify is not responsible for any aspect of a sale between you and Imperi, including any injury, damage, loss, dispute, or claim arising from products or services purchased from Imperi.

To the fullest extent permitted by law, you release Shopify and its affiliates from claims, damages, losses, and liabilities arising from or relating to your purchases or transactions with Imperi.

SECTION 10 – PRIVACY POLICY

Personal information collected through the Services is subject to our Privacy Policy:

https://imperi.com/policies/privacy-policy

Certain personal information may also be subject to Shopify’s privacy policy.

By accessing or using the Services, you acknowledge that you have reviewed the applicable privacy policies.

Because the Services are hosted by Shopify, Shopify collects and processes certain information concerning your access to and use of the Services to provide, operate, secure, personalize, and improve the Services.

Information submitted through the Services may be transmitted to Shopify and service providers that may operate in countries other than the country in which you reside.

Please review our Privacy Policy for more information about how Imperi, Shopify, and our service providers collect, use, process, retain, and disclose personal information.

If these Terms conflict with our Privacy Policy regarding the collection, processing, use, or disclosure of personal information, the Privacy Policy controls.

SECTION 11 – SMS AND MMS MESSAGING PROGRAMS

11.1 Program Overview

Imperi may offer recurring SMS or MMS messaging programs for customers and prospective customers who have provided the required consent.

Depending on the program for which you enroll and your interactions with Imperi, messages may include:

• Responses to quote and pricing requests;

• Order confirmations;

• Order and fulfillment updates;

• Product availability information;

• Delivery updates and delivery coordination;

• Pickup notifications;

• Account or payment-related notifications;

• Responses to product or service questions;

• Customer-support communications;

• Complaint, return, shortage, or order-issue communications;

• Service-related notices;

• Product announcements;

• Special offers;

• Promotional pricing;

• New-product information; and

• Other informational or promotional messages consistent with the consent you provided.

Customer-care and informational messages may be offered separately from marketing or promotional messages.

Where required, Imperi will obtain separate consent before sending marketing or promotional text messages.

Consent to receive marketing or promotional text messages is not a condition of purchasing any goods or services from Imperi.

11.2 Consent

You may enroll in an Imperi SMS or MMS program through an opt-in method made available by Imperi, which may include:

• An optional website checkbox;

• A customer or account form;

• A written consent form;

• A text-message keyword;

• A recorded verbal-consent process; or

• Another method that clearly requests your consent.

By opting in, you authorize Imperi to send recurring SMS or MMS messages to the mobile telephone number you provided, including messages sent using an automated or business messaging system where applicable.

Your consent applies to the specific Imperi messaging program or message category for which you enrolled.

SMS consent is specific to Imperi and is not transferred to another company for that company’s own marketing or promotional purposes.

By enrolling, you represent and confirm that:

• You are the subscriber or customary user of the mobile number provided; or

• You have authorization from the subscriber or customary user to enroll the number and receive messages.

You agree to notify Imperi promptly if you discontinue use of the number, transfer the number, or are no longer authorized to use it.

11.3 Message Frequency

Message frequency varies.

The number and frequency of messages depend on your:

• Orders;

• Quote requests;

• Deliveries;

• Account activity;

• Customer-service requests;

• Product inquiries;

• Communication preferences; and

• Participation in promotional messaging.

Messages may be recurring.

Promotional messages, where separately authorized, may be sent periodically based on available products, pricing, offers, and your communication preferences.

11.4 Message and Data Rates

Message and data rates may apply.

Imperi does not charge a separate subscription fee for participating in its SMS or MMS programs.

However, your wireless carrier’s standard messaging, data, roaming, or other charges may apply to messages sent to you by Imperi and messages you send to Imperi.

Contact your wireless carrier for information regarding your plan and applicable charges.

11.5 Opting Out

Text STOP to opt out.

You may withdraw your consent and stop receiving messages at any time by replying STOP to an Imperi text message.

After you text STOP, you may receive one final automated message confirming that your opt-out request has been processed. No further SMS or MMS messages will be sent from that messaging program or number unless you subsequently provide renewed consent or reply START to resubscribe.

Imperi may also recognize other customary opt-out keywords where supported by the applicable messaging provider or carrier.

Opting out of SMS or MMS messages does not prevent Imperi from communicating with you through telephone calls, email, postal mail, account notifications, or another permitted channel when appropriate.

11.6 Help and Customer Support

Text HELP for help.

You may also contact Imperi for messaging assistance at:

Phone: (210) 650-9500
Email: contact@imperi.com
Website: https://imperi.com/pages/contact

Customer support is generally available Monday through Friday, from 8:00 a.m. to 5:00 p.m. Central Time, excluding applicable holidays and business closures.

11.7 Privacy

Information collected through the SMS and MMS programs is handled in accordance with the Imperi Privacy Policy:

https://imperi.com/policies/privacy-policy

Imperi does not share mobile contact information with third parties or affiliates for their marketing or promotional purposes.

Text-messaging originator opt-in data and consent will not be sold, rented, or shared with third parties for their own marketing or promotional purposes.

Imperi may provide limited mobile information to service providers that support:

• Message delivery;

• Communications technology;

• Customer service;

• Technical support;

• Security;

• Fraud prevention; or

• Other services necessary to operate and support the messaging programs.

Those service providers may process the information only as necessary to provide services to Imperi and not for their own independent marketing or promotional purposes.

11.8 Message Delivery and Carrier Disclaimer

SMS and MMS delivery is subject to transmission by wireless carriers, messaging providers, networks, and other systems outside Imperi’s direct control.

Carriers are not liable for any delayed or undelivered messages.

Imperi does not guarantee that every message will be delivered successfully, completely, or immediately.

Message delivery may be delayed, blocked, filtered, interrupted, or unsuccessful because of:

• Network availability;

• Network congestion;

• Carrier filtering;

• Carrier restrictions;

• Device compatibility;

• Unsupported devices or plans;

• An incorrect or disconnected telephone number;

• Service outages;

• Geographic limitations;

• Technical failures; or

• Other circumstances outside Imperi’s reasonable control.

The Imperi SMS and MMS programs may not be available through every wireless carrier, device, plan, or geographic area.

11.9 Your Responsibilities

You are responsible for:

• Providing an accurate and valid mobile telephone number;

• Ensuring that you are authorized to enroll the number;

• Paying charges imposed by your wireless carrier;

• Maintaining access to the enrolled number;

• Keeping your contact information current; and

• Notifying Imperi if the number is disconnected, transferred, reassigned, or no longer under your control.

Imperi is not responsible for messages received by another person because you provided an incorrect number or failed to notify us that the number was transferred or reassigned.

11.10 Modification or Termination of Messaging Programs

Imperi may modify, suspend, or discontinue all or part of an SMS or MMS program at any time, subject to applicable law.

We may change:

• The types of messages offered;

• The numbers used to send messages;

• Message frequency;

• Available opt-in methods;

• Supported carriers;

• Messaging providers; or

• Other program features.

Imperi is not obligated to continue offering an SMS or MMS program.

Your right to opt out at any time by replying STOP is not affected by changes to the program.

SECTION 12 – FEEDBACK

If you submit, upload, post, email, text, or otherwise transmit ideas, suggestions, feedback, reviews, proposals, plans, or other content collectively referred to as “Feedback,” you grant Imperi a perpetual, worldwide, transferable, sublicensable, royalty-free license to:

• Use;

• Reproduce;

• Modify;

• Adapt;

• Publish;

• Translate;

• Distribute;

• Display;

• Perform; and

• Create derivative works from

the Feedback in any medium and for any lawful purpose, including commercial purposes.

We may use Feedback to operate, evaluate, enhance, improve, and promote the Services and to perform our obligations and exercise our rights under these Terms.

You represent and warrant that:

1. You own or control all rights necessary to provide the Feedback;

2. You have disclosed any compensation or incentive received in connection with it;

3. The Feedback is accurate to the best of your knowledge; and

4. The Feedback complies with these Terms and applicable law.

Imperi is under no obligation to:

• Keep Feedback confidential;

• Pay compensation for Feedback; or

• Respond to Feedback.

We may, but are not obligated to, monitor, edit, refuse, or remove Feedback that we determine is:

• Unlawful;

• Offensive;

• Threatening;

• Libelous;

• Defamatory;

• Pornographic;

• Obscene;

• Misleading;

• Infringing;

• Otherwise objectionable; or

• In violation of these Terms.

You agree that your Feedback will not violate any third party’s copyright, trademark, privacy, publicity, contractual, personal, or proprietary rights.

Feedback must not contain malicious software or code that could affect the Services or another system.

You may not use a false email address or identity, impersonate another person, or mislead Imperi or others regarding the origin of Feedback.

You are solely responsible for the Feedback you provide and its accuracy.

SECTION 13 – ERRORS, INACCURACIES, AND OMISSIONS

The Services may occasionally contain typographical errors, inaccuracies, or omissions relating to:

• Product descriptions;

• Specifications;

• Packaging;

• Case quantities;

• Pricing;

• Promotions;

• Offers;

• Shipping charges;

• Delivery or transit times;

• Inventory;

• Availability; or

• Other information.

We reserve the right to correct errors, inaccuracies, or omissions and to change or update information at any time without prior notice.

Where permitted by law, we may modify or cancel an order if material information was inaccurate, including after the order was submitted.

Nothing in these Terms requires Imperi to update, amend, or clarify information except where required by law.

SECTION 14 – PROHIBITED USES

You may access and use the Services only for lawful purposes.

You may not directly or indirectly use the Services:

1. For an unlawful, fraudulent, or malicious purpose;

2. To violate an international, federal, state, provincial, territorial, or local law, regulation, rule, or ordinance;

3. To infringe or violate intellectual-property rights;

4. To harass, abuse, threaten, insult, harm, defame, slander, disparage, or intimidate another person;

5. To transmit false, deceptive, or misleading information;

6. To upload, transmit, download, receive, use, or reuse content that violates these Terms;

7. To transmit unauthorized advertising, junk mail, chain letters, spam, or similar solicitations;

8. To impersonate another person or entity;

9. To interfere with another person’s use or enjoyment of the Services;

10. To harm Imperi, Shopify, our customers, or another person;

11. To facilitate illegal resale, diversion, export, or distribution of products; or

12. In a manner that exposes Imperi or another person to liability.

You also agree not to:

• Upload or transmit viruses or malicious code;

• Reproduce, duplicate, copy, extract, sell, resell, or exploit unauthorized portions of the Services;

• Collect or track personal information about others without authorization;

• Spam, phish, pharm, pretext, or scrape the Services;

• Use a robot, spider, scraping tool, data-extraction tool, automated device, artificial-intelligence agent, or manual process to access or extract information from the Services without authorization;

• Circumvent CAPTCHAs or access restrictions;

• Interfere with or bypass security or authorization features; or

• Attempt to gain unauthorized access to an account, system, network, or database.

We reserve the right to suspend, restrict, or terminate your access without notice if we determine that you have violated these Terms.

SECTION 15 – AGENTS

15.1 Application

This section applies if you use, permit, enable, or cause an Agent to access, use, or interact with the Services.

An “Agent” means software or a service that takes autonomous or semi-autonomous action on behalf of or at the instruction of a person or entity and that can operate without direct supervision.

15.2 Identification Requirement

No Agent may access, use, or interact with the Services unless it identifies itself and operates in accordance with this section.

An Agent may not access the Services if Imperi has requested that the Agent refrain from accessing or interacting with the Services.

15.3 Access Restrictions

Imperi may use contractual, administrative, or technical measures to limit whether and how an Agent accesses, uses, or interacts with the Services.

15.4 Required Conduct

An Agent must:

1. Identify itself in HTTP or HTTPS requests by including the following information in its user-agent string: “Agent/[agent name]”;

2. Not conceal or obscure the fact that access or interaction is being performed by an Agent;

3. Not mimic human behavior for the purpose of evading controls;

4. Not circumvent CAPTCHAs or other measures designed to distinguish computers from humans;

5. Respond truthfully to a question intended to determine whether an interaction originates from a human or a computer; and

6. Not circumvent or avoid measures intended to block, limit, modify, or control Agent access.

SECTION 16 – TERMINATION

We may terminate these Terms or suspend or terminate your access to all or part of the Services in our discretion where permitted by law.

You remain liable for all amounts due through the effective date of termination.

The following provisions survive termination:

• Intellectual Property;

• Feedback;

• Termination;

• Disclaimer of Warranties;

• Limitation of Liability;

• Indemnification;

• Severability;

• Waiver and Entire Agreement;

• Assignment;

• Governing Law;

• Privacy Policy;

• Accrued payment obligations; and

• Other provisions that by their nature should survive.

Termination of access to the Services does not automatically cancel an outstanding order or eliminate an existing payment obligation unless Imperi confirms otherwise in writing.

SECTION 17 – DISCLAIMER OF WARRANTIES

Information presented through the Services is provided for general informational purposes.

We do not warrant the accuracy, completeness, usefulness, suitability, or availability of information except where Imperi has made an express written commitment.

Any reliance you place on general information is at your own risk.

To the fullest extent permitted by law, Imperi disclaims liability arising from reliance on general content made available through the Services.

EXCEPT AS EXPRESSLY STATED IN WRITING BY IMPERI, THE SERVICES AND PRODUCTS OFFERED THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, IMPERI DISCLAIMS IMPLIED WARRANTIES OR CONDITIONS OF:

• MERCHANTABILITY;

• MERCHANTABLE QUALITY;

• FITNESS FOR A PARTICULAR PURPOSE;

• DURABILITY;

• TITLE;

• NON-INFRINGEMENT; AND

• SATISFACTORY QUALITY.

WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR-FREE.

Some jurisdictions limit or prohibit the exclusion of certain warranties. In those jurisdictions, the disclaimers apply only to the fullest extent permitted by law.

Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

SECTION 18 – LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IMPERI, SHOPIFY, AND THEIR RESPECTIVE AFFILIATES, OWNERS, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY:

• INDIRECT;

• INCIDENTAL;

• EXEMPLARY;

• PUNITIVE;

• SPECIAL; OR

• CONSEQUENTIAL

LOSS OR DAMAGE ARISING FROM OR RELATING TO THE SERVICES, PRODUCTS, TRANSACTIONS, COMMUNICATIONS, OR THESE TERMS.

THIS INCLUDES, WITHOUT LIMITATION:

• LOST PROFITS;

• LOST REVENUE;

• LOST SAVINGS;

• BUSINESS INTERRUPTION;

• LOSS OF DATA;

• LOSS OF GOODWILL;

• REPLACEMENT COSTS; OR

• SIMILAR DAMAGES.

THIS LIMITATION APPLIES REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANOTHER THEORY, EVEN IF IMPERI WAS ADVISED OF THE POSSIBILITY OF THE DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, IMPERI WILL NOT BE LIABLE FOR LOSS OR DAMAGE ARISING FROM:

• YOUR ACCESS TO OR USE OF THE SERVICES;

• YOUR INABILITY TO ACCESS OR USE THE SERVICES;

• AN ERROR OR OMISSION IN CONTENT;

• A DELAY OR INTERRUPTION;

• UNAUTHORIZED ACCOUNT ACCESS;

• A THIRD-PARTY SERVICE;

• THE USE OR MISUSE OF A PRODUCT;

• SHIPPING OR DELIVERY DELAYS;

• SMS OR MMS DELIVERY FAILURE; OR

• CONTENT TRANSMITTED OR MADE AVAILABLE THROUGH THE SERVICES.

Some jurisdictions do not allow certain limitations or exclusions of liability. In those jurisdictions, these limitations apply only to the fullest extent permitted by law.

SECTION 19 – INDEMNIFICATION

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Imperi, Shopify, and their respective affiliates, partners, owners, officers, directors, employees, agents, contractors, licensors, and service providers from third-party claims, liabilities, losses, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising from or relating to:

1. Your breach of these Terms or a policy incorporated by reference;

2. Your violation of applicable law;

3. Your violation of another person’s rights;

4. Your access to or use of the Services;

5. Your unauthorized or unlawful use, resale, export, distribution, storage, or handling of a product;

6. Information or content you submit; or

7. Activity conducted through your account.

We will provide reasonable notice of an indemnifiable claim.

Failure to provide prompt notice does not relieve you of your obligations unless the delay materially prejudices your defense.

Where permitted by law, Imperi may control the defense and settlement of the claim at your expense, including the selection of counsel.

We will not agree to a settlement that imposes a nonmonetary obligation on you without your consent, which may not be unreasonably withheld.

You agree to cooperate in the defense, including by providing relevant information and documents.

SECTION 20 – SEVERABILITY

If a provision of these Terms is determined to be unlawful, invalid, void, or unenforceable, that provision will be enforced to the fullest extent permitted by law.

The unenforceable portion will be deemed severed or modified to the minimum extent necessary, and the remaining provisions will remain valid and enforceable.

SECTION 21 – WAIVER; ENTIRE AGREEMENT

A failure or delay by Imperi in exercising or enforcing a right or provision does not constitute a waiver of that right or provision.

A waiver is effective only if made in writing by an authorized representative of Imperi.

These Terms, together with policies, written agreements, order terms, credit terms, promotional terms, and operating rules expressly incorporated by reference, constitute the entire agreement between you and Imperi concerning the applicable Services.

They supersede prior or contemporaneous discussions, communications, representations, and proposals concerning those Services, whether oral or written.

A separate written agreement signed by Imperi may modify these Terms with respect to the subject matter of that agreement.

An ambiguity in these Terms will not automatically be construed against the drafting party.

SECTION 22 – ASSIGNMENT

You may not assign, delegate, transfer, or sublicense these Terms or any rights or obligations under them without Imperi’s prior written consent.

An attempted assignment in violation of this section is void to the extent permitted by law.

Imperi may assign, transfer, or delegate these Terms or its rights and obligations in connection with:

• A merger;

• Acquisition;

• Financing;

• Reorganization;

• Sale of assets;

• Corporate restructuring;

• Transfer to an affiliate; or

• Other lawful business transaction.

SECTION 23 – GOVERNING LAW

These Terms and any separate agreement through which Imperi provides Services are governed by the laws of the State of Texas, without regard to conflict-of-law principles.

Subject to applicable law and any valid written agreement providing otherwise, you and Imperi consent to the exclusive jurisdiction and venue of the state and federal courts located in the county or judicial district in which Imperi maintains its principal place of business.

Nothing in this section prevents Imperi from seeking injunctive or equitable relief in another jurisdiction where reasonably necessary to protect its rights or property.

SECTION 24 – HEADINGS

Headings are provided for convenience and organization only.

They do not limit, expand, or otherwise affect the interpretation of these Terms.

SECTION 25 – CHANGES TO THESE TERMS

You may review the most current version of these Terms at any time on this page.

We reserve the right to update, modify, or replace any portion of these Terms by posting the revised version to our website.

Where required by applicable law, we will provide additional notice of a material change.

Unless otherwise stated, revised Terms become effective when posted or on the date identified in the notice.

Your continued access to or use of the Services after revised Terms become effective constitutes acceptance of the revised Terms.

Changes to the SMS or MMS provisions do not limit your ability to withdraw messaging consent at any time by replying STOP.

SECTION 26 – CONTACT INFORMATION

Questions about these Terms or the Imperi SMS and MMS messaging programs may be directed to:

Richmond Advantage LLC d/b/a Imperi
120 Windy Meadows Drive
Schertz, Texas 78154
United States

Email: contact@imperi.com
Phone: (210) 650-9500
Website: https://imperi.com