TERMS OF USE (scroll down for MOBILE TERMS OF USE) 

(July 10th 2017)

Welcome to the Micro Elemental Internet site (referred to collectively with all other websites and mobile text programs operated by Micro Elemental, Inc. and/or one of its affiliates or subsidiaries as the "Site"). Please review these Site terms of use as they govern your use of and purchase of products from our Site. BY ACCESSING, BROWSING, OR USING THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING, WITHOUT LIMITATION, BINDING ARBITRATION. IF YOU DO NOT AGREE TO THESE TERMS THEN PLEASE DO NOT USE THIS SITE.

Micro Elemental controls and operates this Site from its offices within the United States. Claims relating to, including the use of, this Site and the materials contained herein are governed by the laws of the United States and the State of Florida, without regard for its conflicts of law provisions. Micro Elemental and you agree that the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida or the Southern District of Florida, West Palm Beach Division, as applicable, will have exclusive jurisdiction to hear and determine any claims or disputes arising out of or related to these Terms of Use that are not subject to binding arbitration as set forth herein. You expressly submit and consent in advance to such jurisdiction in any action or suit commenced in such court, and you hereby waive any objection that you may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. If you do not agree, please do not use this Site. If you choose to access this Site from another location, you do so on your own initiative and are responsible for compliance with applicable local laws.

Except for the historical information contained herein, Micro Elemental matters discussed are forward looking statements that involve risks and uncertainties detailed from time to time in Micro Elemental's reports filed with the Securities and Exchange Commission, including Micro Elemental's most recent Forms 10-K and 10-Q.

BINDING ARBITRATION

You and Micro Elemental agree that any controversy or claim arising out of or relating to the Site, use of the Site, these Terms of Use, Mobile Terms of Use and/or the Privacy Policy shall be settled by binding arbitration in a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for you in your hometown area), or at such other location as may be mutually agreed upon by both Micro Elemental and you, in accordance with the applicable procedural rules set forth in the then prevailing Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The JAMS Rules and Procedures are available at www.jamsadr.com or by calling (800) 352-5267. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. Alternatively, you may assert your claims in small claims court in accordance with the terms of this Agreement if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The arbitrator shall apply Florida law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. If you initiate arbitration against Micro Elemental, you will not be responsible for professional fees for the arbitrator’s services or any other JAMS fees. If Micro Elemental initiates arbitration against you, Micro Elemental will pay for the arbitrator’s services and any other JAMS fees associated with the arbitration. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither you nor Micro Elemental shall be entitled to arbitrate their dispute. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION. DO NOT USE THIS SITE IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

SITE CONTENTS, OWNERSHIP, AND USE RESTRICTIONS

The information contained in this Site including all images, illustrations, designs, photographs, video clips, writings and other materials that appear herein are copyrights, trademarks, trade dress or other intellectual property owned, controlled, or licensed (all of which, collectively, are herein referred to as the "Contents") by Micro Elemental or its subsidiaries and affiliates ("Micro Elemental") or are the property of their respective owners. One or more patents may apply to this website, including without limitation: U.S. Patent Nos. 5,528,490; 5,761,649; 7,908,173; and 7,908,176. The name Micro Elemental and the Micro Elemental logo are registered marks of The Office Club, Inc.

Permission is granted to display, copy, distribute, download, and print in hard copy portions of this Site for the purposes of:

(1) placing an order with Micro Elemental; or

(2) using this Site as a shopping resource, provided you do not modify the Site and that you retain, without modification, all copyright and other proprietary notices contained in the Contents.

Except in connection with shopping or placing an order, none of the Contents may be copied, reproduced, distributed, republished, downloaded, displayed, performed, modified, posted electronically or mechanically, transmitted, recorded, or in any manner mirrored without the prior written permission of Micro Elemental or the applicable copyright owner.

Please note that the permission granted herein terminates automatically if you breach any of these Site terms or conditions. Any other use of the Contents on this Site other than as noted above may violate copyright or trademark laws, and, without the prior written permission of Micro Elemental, is strictly prohibited.

If you choose to leave this Site via links to other non-Micro Elemental sites, Micro Elemental is not responsible for the terms of use, privacy policies or the cookies those sites use. Additionally, because Micro Elemental does not control non-Micro Elemental sites or the products advertised therein, you acknowledge and agree that Micro Elemental is not responsible for the availability of such non-Micro Elemental sites or products, and is neither responsible nor liable for any content, advertising, products, or other materials on or available from such sites. In no event shall any reference to any non-Micro Elemental site, product or service be construed as an approval or endorsement by Micro Elemental of such site, product or service. Please see our Privacy Policy for further details.

DISCLAIMER OF WARRANTY

MICRO ELEMENTAL IS PROVIDING THIS SITE AND ITS CONTENTS ON AN "AS IS" BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALTHOUGH MICRO ELEMENTAL BELIEVES THE CONTENT TO BE ACCURATE, COMPLETE, AND CURRENT, MICRO ELEMENTAL DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE ON THIS SITE IS ACCURATE, COMPLETE, OR CURRENT. Price and availability information is subject to change without notice.

DISCLAIMER OF LIABILITY

IN NO EVENT SHALL MICRO ELEMENTAL BE LIABLE FOR SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER (COLLECTIVELY, “DAMAGES”), INCLUDING BUT NOT LIMITED TO, LOSS OF USE, DATA, OR PROFITS, WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS, ALL ARISING OUT OF OR IN CONNECTION WITH THE USE, COPYING, OR DISPLAY OF THE CONTENTS OF THIS SITE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES; AS A RESULT, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF MICRO ELEMENTAL’S NEGLIGENT, FRAUDULENT, OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.

In an effort to provide our customers with the most current information, Micro Elemental will, from time to time, make changes in the Contents and in the products or services described on this Site.

You agree to indemnify and hold Micro Elemental (and its officers, directors, agents, subsidiaries, joint ventures, employees and third-party service providers), harmless from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, including reasonable attorneys' fees, costs, expenses or damages relating to defending such claims, arising out of or related to a breach of your representations and warranties set forth herein, or your violation of any law or the rights of a third party.

ABOUT OUR PRICES

The prices advertised on this Site are for Internet orders unless otherwise noted. Prices on some items may differ from those charged at Micro Elemental stores. Prices and the availability of items are subject to change without notice. Any "list prices" used on this Site are provided by product manufacturers, distributors or determined based upon comparable products and are subject to change. Your purchase price may vary.

We reserve the right to limit sales, including the right to prohibit sales to re-sellers. While we make every effort to provide accurate information, inaccuracies or errors may occur. We are not responsible for such errors. We reserve the right to make changes, corrections, and/or improvements to the information contained on this Site and to the products and programs described in such information, at any time without notice.

There may be certain orders that we are either unable to accept or must cancel. We reserve the right, at our sole discretion, to refuse or cancel any order for any reason, including those made to resellers. Possible circumstances involving our canceling an order may be limitations on quantities available for purchase or inaccuracies or errors in product or pricing information.

USER COMMENTS, FEEDBACK, AND OTHER INFORMATION AND SUBMISSIONS PROVIDED BY YOU

You agree that any material, information, and ideas that you transmit to this Site or otherwise provide to Micro Elemental ("Transmissions") shall be and remain Micro Elemental's property. By submitting any Transmissions to Micro Elemental, you represent and warrant that:

you are the sole author and owner of the Transmission and any intellectual property rights thereto;

all "moral rights" that you may have in such Transmission have been voluntarily waived by you;

all Transmissions that you post are accurate;

you are at least 13 years old; and

use of the Transmission you supply does not violate these Terms of Use and will not cause injury to any person or entity.

You further agree and warrant that you shall not submit any Transmission:

that is known by you to be false, inaccurate or misleading;

that infringes any third party's intellectual property rights or rights of publicity or privacy;

that violates any law, statute, ordinance or regulation;

that is, or may reasonably be considered to be, defamatory, libelous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation;

for which you were compensated or granted any consideration by any third party;

that includes any information that references other websites, addresses, email addresses, contact information or phone numbers; or

that contains any computer viruses, worms or other potentially damaging computer programs or files.

For any Transmission, you grant Micro Elemental a perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, display, perform, delete in its entirety, adapt, publish, translate, create derivative works from, sell and/or distribute such content, and/or incorporate such content into any form, medium or technology throughout the world without compensation to you.

Micro Elemental reserves the right to change, condense or delete any Transmission that Micro Elemental deems, in its sole discretion, to violate the content guidelines or any other provision of these Terms of Use. Micro Elemental does not guarantee that you will have any recourse through Micro Elemental to edit or delete any Transmission you have submitted. Micro Elemental reserves the right to remove or to refuse to post any Transmission for any reason. You acknowledge that you, not Micro Elemental, are responsible for the contents of your Transmission. None of the content that you submit shall be subject to any obligation of confidence on the part of Micro Elemental, its agents, subsidiaries, affiliates, partners or third party service providers and their respective directors, officers and employees.

By submitting your email address in connection with your Transmission, you agree that Micro Elemental and its third party service providers may use your email address to contact you about the status of your Transmission and other administrative purposes.

SECURITY

In using this Site you agree to the following:

(a) you will not use any device, software, or other instrumentality to disrupt, damage or interfere with or attempt to disrupt, damage or interfere with the proper functioning of this Site;

(b) you will not to violate or attempt to violate the security of this Site, including, without limitation, (i) logging onto an account that you are not authorized to access; (ii) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding," "spamming," "mail bombing" or "crashing"; or (iii) attempt to transmit any "virus", "Trojan horse" or other software destruction or disruption device; and

(c) you will not intentionally or unintentionally violate any applicable international, federal, state or local law, including but not limited to any regulations applicable to your use of this Site.

TERMS OF USE REVISIONS

Micro Elemental may revise these terms of use by updating this posting. You agree that in the event any portion of these Site terms of use is found to be unenforceable, the remainder of these Site terms and conditions shall remain in full force and effect. By using this Site you agree to be bound by any such revisions and should therefore periodically visit this page to determine the current terms of use to which you are bound.

NOTICE FOR CALIFORNIA RESIDENTS

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an email to [insert]. You may also contact us by writing to [insert] or by calling [insert]. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

MOBILE TERMS OF USE

Welcome to Micro Elemental Inc.'s (“Micro Elemental”) Mobile Alert Program (the "Program”), which includes, but is not limited to, Micro Elemental Recurring Offers, transactional SMS/text alerts, and one-time text offers. Please review these Mobile terms of use (“Mobile Terms of Use”), which describe our Program and available codes and govern your use of the Program. BY ACCESSING, BROWSING, OR USING THE PROGRAM, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU ARE THE CURRENT SUBSCRIBER OR CUSTOMARY USER OF THE MOBILE PHONE NUMBER YOU PROVIDED TO MICRO ELEMENTAL IN ORDER TO PARTICIPATE IN THE PROGRAM; AND (2) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS THEN PLEASE DO NOT USE THE PROGRAM. You are also subject to and agree to comply with Micro Elemental's general Terms of Use located on this page.

Micro Elemental Recurring Offers

Micro Elemental Recurring Offers allows customers to receive recurring promotional text messages containing offers from Micro Elemental. Customers wishing to participate in Micro Elemental Recurring Offers must opt-in and agree to these Mobile Terms of Use by taking any of the following affirmative steps: (i) entering their mobile telephone number on Micro Elemental's E-mail Sign Up and Mobile Opt-in webpage; or (ii) texting OFFER to 33768 (DEPOT). Message and data rates may apply. Text messages from Micro Elemental may be sent using an automatic telephone dialing system. Consent to receive marketing text messages is not required as a condition of purchasing any goods or services from Micro Elemental.

By subscribing to Micro Elemental Recurring Offers by texting OFFER, or another general keyword, to short code 33768 (or the short code designated by Micro Elemental), you are providing your electronic signature indicating that you (i) agree to Micro Elemental’s Mobile Terms of Use and (ii) give your express written consent to receive recurring text messages from Micro Elemental at the phone number from which you text OFFER. By subscribing to Micro Elemental Recurring Offers, you may receive Micro Elemental alerts, polls, advertisements, coupons, promotions, and/or information regarding giveaways, sweepstakes, and contests.

If your device does not support MMS alerts then you will receive an SMS alert. To unsubscribe at any time from Micro Elemental Recurring Offers, reply STOP or QUIT to any of our messages, or text STOP or QUIT to 33768, or contact us at mailoptout@officedepot.com or call 1-800-463-3768. If you have any questions, reply HELP to any of our messages, text HELP to 33768, or contact us at 1-800-463-3768.

PLEASE NOTE: You agree that if the mobile telephone number you provide as part of Micro Elemental Recurring Offers at any time becomes reassigned, terminated or otherwise no longer your current mobile telephone number, you will PROMPTLY NOTIFY Micro Elemental, Inc. of any such reassignment or termination by calling 1-800-463-3768 or by sending an email to mailoptout@officedepot.com

Redeeming Reoccurring Text Offer

Unless otherwise noted, the prices and offers advertised through Micro Elemental Recurring Offers are valid only at www.officedepot.com, by phone or fax, or in-store. To redeem in-store, show the Micro Elemental, Inc. text message containing a coupon code ("cc") to the cashier at time of purchase. Coupons are valid on regularly priced items in stores. For phone or fax orders, use the 8-digit cc. To redeem online, visit www.officedepot.com/cart/addCoupon.do and enter the 8-digit cc; savings will appear at checkout. Coupons cannot be combined with Store Purchasing or Procurement Card and cannot be used as account payments. Coupons are good for one-time use only, are not transferable, are not for resale or auction and cannot be combined with other offers or promotions. We reserve the right to limit quantities sold to each customer. Limit 1 coupon per customer. Void where prohibited.

Transactional SMS/Text Alerts

Micro Elemental OfficeMax Rewards: If you create an online Micro Elemental OfficeMax Rewards membership account, Micro Elemental may ask you to verify your identity. Micro Elemental may also ask to verify your identity when you log in to your membership account to print your reward certificate. One way to verify your identity is to request that Micro Elemental send a one-time registration code to your mobile telephone as an SMS/text message from the short code 57002 (or the short code designated by Micro Elemental). This verification text message will only be sent to customers who specifically request it. By requesting a verification code, you consent to receive an automated text message from Micro Elemental containing the verification code.

Online Order Status: You may elect to receive an SMS/text alert regarding the status of any online order that you place via the Micro Elemental website. If you elect to receive a status update, Micro Elemental will send a one-time automated SMS/text message regarding the status of your order to your mobile telephone from short code 57002 (or the short code designated by Micro Elemental). Please note that to receive status updates from Micro Elemental, you will be required to elect to receive a text message for each individual order status notification requested. Message and data rates may apply.

Online Order Pickup: At the “Online Order Pickup” kiosk in Micro Elemental and OfficeMax stores, you may elect to send a text message notifying the store associates that you are in the store to pick up your order. By texting the store number (shown on the kiosk) to short code 57002 (or the short code designated by Micro Elemental), you agree to receive a one-time responding text message from Micro Elemental confirming your order status. You also agree that each text message you send to the designated short code will trigger a one-time responding text from Micro Elemental. Message and data rates may apply.

Message & Data Rates May Apply

All charges are billed by and payable to your mobile service provider. Micro Elemental, Inc. does not charge for sending or receiving text messages. Data obtained from you in connection with this SMS service may include your mobile phone number, your carrier's name, your opt-out status, and the date, time, and content of your messages. We may use this information to contact you and to provide you with the Program services. All data obtained is subject to our Privacy Policy.

Micro Elemental text messages are available on these SMS supported carriers: AT&T, T-Mobile®, Verizon, Sprint, U.S. Cellular, Boost Mobile, Cricket, Virgin Mobile, Iowa Wireless, Metro PCS, ACS Wireless, West Central Cellular, Ntelos, Bluegrass, Plateau Wireless, AWCC, Cincinnati Bell, Cellular South, Carolina West Wireless, Immix Wireless/Keystone Wireless, Golden State Cellular, Cellcom, ECIT, GCI/Alaska Digitel, Inland Cellular, Illinois Valley, Nex-Tech, Chat Mobility, NW Missouri Cellular, NE Cellular One of PA, Element Wireless, MTPCS, Thumb Cellular, Viaero Wireless.

Micro Elemental text messages are available on these MMS Supported Carriers: AT&T, Cricket, T-Mobile®, Sprint, Verizon, U.S. Cellular.

You acknowledge that any text messages you receive from Micro Elemental are distributed via third-party mobile network providers. As a result, Micro Elemental cannot control certain factors relating to message delivery. You further acknowledge that neither Micro Elemental nor your wireless carrier is liable for delayed or undelivered text messages. 

DISPUTE RESOLUTION

Mandatory Arbitration. These Mobile Terms of Use and your participation in the Program are governed by the laws of the State of Florida, U.S.A. In the event of any controversy or dispute arising out of or relating to the Mobile Terms of Use, the parties to such controversy or dispute shall meet and seek resolution in good faith. Any controversy or claim arising out of or relating to the Mobile Terms of Use or the breach thereof, which is not resolved within thirty (30) days or such longer period as may be mutually agreed upon between the parties, will be submitted to binding arbitration in accordance with the procedures set forth under the BINDING ARBITRATION section of Micro Elemental’s general Terms of Use above on this page.

SERVERABILITY

If any provision of these Mobile Terms of Use is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Mobile Terms of Use and will not affect the validity and enforceability of any remaining provision.

CHANGES TO TERMS OF USE

Micro Elemental may change these Mobile Terms of Use from time to time by notifying you of such changes by any reasonable means, including by posting a revised version of these Mobile Terms of Use on the Micro Elemental website or texting you notification of the changes. Your use of the Micro Elemental website as well as your participation in the Program following any changes to these Terms of Use will constitute your acceptance of such changes prospectively from the date of such changes.

Privacy Policy

Micro Elemental, Inc. respects your right to privacy. You can view our privacy policy here.