Terms and Conditions for the 

Online Sale of Goods and Services

Last modified: May 23, 2025

THESE TERMS AND CONDITIONS FOR THE ONLINE SALE OF GOODS AND SERVICES (“TERMS OF SALE”) CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

BY PLACING AN ORDER FOR PRODUCTS FROM CLÉ TERRE LLC DBA OUTERclé, YOU ACCEPT AND ARE BOUND BY THESE TERMS OF SALE.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM CLÉ TERRE LLC DBA OUTERclé OR FROM WWW.OUTERCLE.COM (“WEBSITE”), IF YOU (A) DO NOT AGREE TO THESE TERMS OF SALE, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH CLÉ TERRE LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, DBA OUTERclé  OR (C) ARE PROHIBITED FROM PURCHASING SUCH PRODUCTS OR ACCESSING OR USING OUR WEBSITE OR ANY OF OUR WEBSITE’S CONTENTS, GOOD, OR SERVICES BY APPLICABLE LAW. 

2. Applicability of Terms of Sale.

   1. These Terms of Sale govern the purchase and sale of goods and services from clé Terre LLC, a California limited liability company dba OUTERclé (hereinafter referred to as “Seller,” “us,” “we,” or “our,” as applicable), including all transactions made through our Website. We reserve the right to revise or update these Terms of Sale at any time, in our sole discretion. The most current version of these Terms of Sale will always be posted on our Website. All changes are effective immediately upon posting. Your continued use of our Website, following an update constitutes your acceptance of and agreement to these Terms of Sale.

   2. These Terms of Sale are an integral part of our business that apply generally to the purchase and sale of goods and services, as well as the use of our Website. Please carefully review these Terms of Sale, as well as our Website Terms of Use and Privacy Policy before placing an order for products with us. By placing an order with us, you acknowledge and agree to be bound by the most current version of these Terms of Sale.

3. Order Acceptance.

   1. You agree that your order is an offer to buy all products listed in your order. All orders must be accepted by us or we will not be obligated to sell the products to you. We reserve the right, in our sole discretion, to decline any order. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Your order will not be considered accepted, and the contract of sale will not be formed, until you receive an order confirmation email (as evidenced by Seller’s email delivery receipt). We may cancel any order at any time upon notice if you have violated these Terms of Sale or if we cannot reasonably deliver the products to you.

   2. You may only make changes to your order within 3 hours after receipt of Seller’s confirmation email (as evidenced by Seller’s email delivery receipt). After the expiration of this 3-hour period we can no longer make any changes to your order, and you will not be able to revise or cancel your order.

   3. You can only cancel your order within 3 hours of the time we send your order confirmation email (as evidenced by Seller’s delivery receipt) by emailing our Customer Service Department at contact@outercle.com.

3. Prices and Payment.

1. All prices for products and services are subject to change without notice. The price charged for a product will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

2. Payment terms are determined at our sole discretion and, unless otherwise agreed to in writing, full payment is required before an order will be accepted. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes and shipping costs, if any.

4. Title and Risk of Loss. Title and risk of loss pass to you upon our transfer of the products from your order to our third-party shipping partners. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments. 

5. Shipping Policies and Procedures.

1. We are a California based company and we only ship to customers in the United States. We ship to all 50 states, however, if shipping to Hawaii, please contact us for assistance in checking out at (415) 785-1015 or email us at contact@outercle.com, as current functionality does not allow for self-checkout to shipping destinations in Hawaii.

2. While we arrange the shipment of your order, you are responsible for all shipping and handling costs and fees, as specified during the ordering process. Delivery options will be provided at checkout.

3. We ship your orders through third-party shipping partners and have no control over and cannot change their delivery/shipment policies.

4. Any and all lead times, fulfillment, and delivery dates are estimates only, we cannot guarantee specific deadlines.

1. Note that lead times refer to the estimated time an order will ship from our warehouse and do not provide information about how long shipment will take after it leaves our warehouse or when it will arrive at its destination. External factors beyond our control may affect these estimates; therefore, specific deadlines cannot be guaranteed.

2. Please note that while our Website may indicate that certain products will ship within a specific number of business days, the lead time may change once the products are added to your cart. This typically occurs when the quantity ordered exceeds our current inventory and must be fulfilled from our next incoming shipment, which may delay the shipment of your order. 

3. Please note that any products marked as made to order will have longer lead times, which include both production and processing time. Because each item is handcrafted and requires time to fully cure, production cannot be expedited. 

5. Once our third-party shipping partners handling your shipment determines that your order is ready for delivery, they will call you to schedule a delivery appointment. Please note that failure to schedule a delivery appointment within 24 hours of being contacted by our third-party shipping partners may result in storage fees and/or return shipment and re-delivery costs, for which you will be responsible.

6. You or your agent must be present to receive and sign for the product at the scheduled delivery time. Additional charges may apply if you miss your scheduled delivery appointment. Depending on the shipping company policies such charge may be in the amount of $400 or more, and additional fees may be applied for consecutive missed delivery appointments. Furthermore, there may be additional fees for changing a delivery address, or other reconsignment, and you agree that to reimburse Seller for any such fees incurred by Seller on your behalf.

7. If you (the person placing the order for our products) will not be the person receiving and accepting the delivery of the products, you agree to provide these shipping and delivery policies to the person who will be receiving and signing for the delivery of the products. It is your responsibility ensure these policies are followed by your agents. We are not responsible for you or your agent’s failure to adhere to our receiving policies, nor are we responsible for any damage or missing material claims made due to you or your agent’s failure to adhere to these policies.

8. Our shipping partners will deliver your order to your curbside, and it is your responsibility to deliver the products from the curbside to your project site. Our shipping partners and their delivery drivers do not break down pallets or deliver products inside. Please ensure that you are prepared to accept deliveries of our products, which may weigh 50 pounds per box or more.

9. Our third-party shipping partners may not be able to deliver products to certain delivery locations, even after a delivery appointment has been scheduled (e.g. due to street width or slope, low-hanging trees, or other factors as reasonably determined by our third-party shipping partners). In the event that our third-party shipping partners cannot make the delivery because of the physical constraints of your delivery location, you will be responsible for picking up your order from the nearest service center or providing an alternate delivery location that can be reached by our third-party shipping partners. If you anticipate delivery issues, please contact us at contact@outercle.com within 3 hours of placing your order so that we can notify our third-party shipping partners accordingly.

10. Additional shipping charges may apply to hard-to-reach areas, gated communities, or locations only accessible via ferry. Any charges that result from our shipping partners’ inability to deliver the product to you due to geographic or environmental constraints outside our shipping partners’ reasonable control will be assessed to you after your order is processed, and you will be contacted to provide payment for such charges. Your order will be delivered only after your full payment of all such additional charges and any other outstanding balances.

6. Delivery Inspection and Product Claims.

1. You agree that you will inspect the shipment immediately upon delivery or pick-up for any external signs of damage, including damaged boxes. Torn or distressed boxes and/or packaging may indicate internal damage to your order.

2. Each shipment will include a packing slip indicating the number of boxes in your order. Upon receipt, you agree to carefully review the packing slip and confirm that: (i) the number of boxes received matches the packing slip, and (ii) the packing slip matches your bill of lading/delivery receipt (the “Delivery Receipt”).

3. You should inspect your entire shipment by opening and examining all delivered products and boxes, even if no external obvious damage is visible, to check for any concealed damage. If any items are damaged or missing, you must: (i) clearly note the issue on the Delivery Receipt, and (ii) provide the annotated Delivery Receipt to the delivery person. If you are picking up your order from a service center, the annotated Delivery Receipt must be given to the service center manager. You acknowledge that submitting the annotated Delivery Receipt to the delivery person or the service center manager at the time of delivery or pickup is required to preserve your right to file a replacement claims.

4. You acknowledge that 2% to 4% of the products may arrive damaged and agree that, due to the nature of the products, this is an acceptable level of damage in transit for each order. We strongly recommend ordering at least 15% more products than your project requirements to account for potential breakage during shipping, installation cuts, and other inherent imperfections.

5. You must open and thoroughly inspect each box for concealed damage within 48 hours of delivery. Any claims for missing, damaged, or incorrectly shipped products must be submitted by email to claims@outercle.com within 48 hours of delivery. Upon Seller’s request, you agree to promptly return all damaged or incorrectly shipped products in their original condition, as received upon delivery or pick-up. Failure to do so will result in your full financial liability for the cost of these products.

6. We recommend that you do not install your products until your entire order has been delivered, including the delivery of any replacement product. 

7. No Returns and No Refunds. ALL SALES ARE FINAL. WE DO NOT ACCEPT RETURNS OR OFFER REFUNDS FOR PRODUCTS ORDERED. We strongly recommend reviewing multiple samples before placing an order. You acknowledge that samples are not exact replicas of full tile order and are intended only to give you a sense of the product’s look and feel. To better assess tile variation, we suggest ordering three to four samples of the same product.

8. Customer Representations and Warranties. You represent and warrant to us as follows: (i) you have the right to enter into any transaction contemplated hereby without violating these Terms of Sale, any applicable laws, rules, or regulations, or any agreement with or rights of any third party; (ii) you will use the products provided hereunder only as authorized and never in any manner that violates applicable laws or third party rights; (iii) you will provide accurate, current, and complete purchase and account information for all product and service transactions; and (iv) you are purchasing goods from Seller solely for personal use and not for resale or export.

9. LIMITED WARRANTY.

THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

THIS LIMITED WARRANTY CAN ALSO BE FOUND AT HTTPS://HELP.OUTERCLE.COM/OUTERCLE-1-YEAR-LIMITED-WARRANTY AND IN THE DOCUMENTATION PROVIDED WITH THE PRODUCTS. 

WE WARRANT THAT DURING THE WARRANTY PERIOD (AS DEFINED BELOW), THE PRODUCTS PURCHASED FROM SELLER WILL BE FREE FROM DEFECTS IN MATERIALS. THE TERM “DEFECT” HEREIN REFERS TO A FAILURE IN THE TILE ITSELF, TO MEET SELLER’S SPECIFICATIONS AS DESCRIBED IN THE PRODUCT LITERATURE OR WITHIN INDUSTRY ALLOWABLE TOLERANCES AS SET FORTH IN STANDARD NATIONAL INDUSTRY PROTOCOLS. MISUSE BY CONTRACTOR OR END-USER INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, PHYSICAL AND/OR CHEMICAL ABUSE, IS NOT COVERED BY THIS WARRANTY.

WE LIMIT THE DURATION AND REMEDIES OF ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE DURATION OF THIS LIMITED WARRANTY. 

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPLACEMENT OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR SUPPLIERS, AGENTS, OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.

1. Who May Use This Warranty? This limited warranty extends only to the original purchaser of products and services. It does not extend to any subsequent owner, transferee, or other beneficiary of the product or service.

2. What Does This Warranty Cover? This limited warranty covers defects in materials directly purchased from us during the Warranty Period.

3. What Does This Warranty Not Cover? As is standard in the tile industry, installation deems acceptance. Do not install products if there are visible defects. Tile is subject to variation in color, texture size and finish. Technical specifications are also a subject of variation, including variation in the coefficient of friction (“COF”) for each tile, due to inherent variability in the raw materials and production process. Express technical specifications are not guarantees of minimum or maximum thresholds of performance. Visual defects or nonconformities apparent prior to installation voids this limited warranty. Natural stone products are mined and cut from natural formations. Because these products are not subject to a manufacturing process, quality warranties are limited to the specified representations in product literature and guidelines established by the Marble Institute of America. Seller does not warrant natural stone products for shade, size, thickness, warping, cleft variations, surface finish variations, or other natural variances on stone products.

4. What Is the Period of Coverage? This limited warranty begins on the date of purchase and lasts for one year (the “Warranty Period”). The Warranty Period is not extended if we replace a warranted product. Failure to report any warranty claim within 30 days of delivery, or within a reasonable time after discovery if the defect was not reasonably detectable at the time of delivery, will void this limited warranty. We may modify the terms of this limited warranty at our discretion, but any changes will not be retroactive.

5. What Are Your Remedies Under This Warranty? With respect to any defective products during the Warranty Period, we will, at our sole discretion, either: (i) replace the defective product at no additional cost, or (ii) refund the purchase price of the defective product.

6. Limitation of Liability. THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT OR SERVICE THAT YOU HAVE PURCHASED FROM SELLER, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. To Make a Claim for Material Defects.

1. The original purchaser must notify Seller in writing of any material defect by email to claims@outercle.com within 30 days of delivery, or within a reasonable time after discovery if the defect was not reasonably detectable at the time of delivery. 

2. After notification, Seller, or an authorized representative, will inspect and/or test the product for defect and complete a product Claim Form. No claim will be honored without product inspection by Seller or an authorized representative.

3. We will notify you in writing upon determination whether the product defect claim is valid. We reserve the right to repair, replace, or refund you the cost of the originally purchased product. 

8. What Can You Do in Case of a Dispute with Us? The informal dispute resolution procedure, as set forth in Section 14 is available to you if you believe that we have not performed our obligations under this limited warranty or these Terms of Sale.

9. Additional Warranty Terms.

1. The definition of defect is a failure in the tile itself to perform to the specifications as described in the product literature, within industry allowable tolerances as set forth in standard, national industry protocols. Misuse by contractor or end-user including, but not limited to negligence, physical and/or chemical abuse are not covered by this Limited Warranty.

2. This Limited Warranty is the sole warranty extended and replaces any statutory warranties to the maximum extent allowable by law. All warranty claims must be reported immediately. Installation defects are not covered by this warranty. Failure to report any warranty claim within 30 days of delivery, or within a reasonable time after discovery if the defect was not reasonably detectable at the time of delivery will void this limited warranty. All products must be inspected prior to installation. Visual defects or nonconformities apparent prior to installation render this Limited Warranty void.

3. As is standard in the tile industry, installation deems acceptance. You agree not to install our products if you note visible issues. You are aware that our products are subject to variation in color, texture size and finish. Technical specifications are also a subject of variation, including COF, due to inherent variability in the raw materials and production process. Express technical specifications are not guarantees of minimum or maximum thresholds of performance. Tile containing, unevenness, pitting or a rough surface can create cleaning challenges due to debris and contaminants lodging in the surface. Our products require prompt and specific care during the installation process. Unless otherwise stated, tile recommended for floor or wall applications refers to interior applications only.

4. You must adhere to your project’s local building codes which may dictate minimum tile performance specifications. We do not warrant any installations that violate building codes.

5. Specification approvals based on photographic color images should not be considered for exact matches. Only actual product samples can be considered for specification approval and comparison. Additionally, color variation is not only inherent, but is cultivated by the artists and artisans that produce our products. Therefore, color variation and shade variation is to be an expectation of our tiles.

10. Intellectual Property. 

1. Our name, logo, and all associated names, logos, product and service names, designs and slogans are trademarks of Seller. You may not use such trademarks without the prior written permission of Seller. 

2. You acknowledge and agree that Seller is and will remain the sole and exclusive owner of all intellectual property rights in and to all products and services offered by Seller, as well as all related specifications, instructions, documentation, and other materials. These rights include, without limitation, all copyright, trademark, patent, trade secret and other proprietary rights associated with such products and services. You do not and will not obtain any ownership interest or rights to the intellectual property related to these products or services. Any unauthorized use, reproduction, distribution, modification, or exploitation of such products or services is strictly prohibited. 

11. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through our Website. 

12. Force Majeure. Neither party shall be liable to the other, or deemed to have breached these Terms of Sale, for any failure or delay in fulfilling its obligations (except your obligation to make payments hereunder), when and to the extent such failure or delay is caused by circumstances beyond the affected party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) natural disasters such as flood, fire, earthquake, epidemics, pandemics, or explosion; (c) war, invasion, hostilities (whether declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades effective on or after the date of your purchase of products or services from Seller; (f) national or regional emergency; (g) labor disruptions, including strikes, work stoppages, or slowdowns; (h) telecommunication failures, power outages, lack of warehouse or storage space, transportation delays, or shortages of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall provide notice of the Force Majeure Event to the other party within 30 days of its occurrence, including an estimate of its expected duration. The Impacted Party will use diligent efforts to mitigate the effects of such Force Majeure Event and resume performance as soon as reasonably practicable. If the Impacted Party’s nonperformance continues for more than 60 days following such notice, either party may terminate its affected obligations under these Terms of Sale with 10 business days’ written notice to the other party.

13. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms of Sale shall be governed by and interpreted in accordance with the laws of the State of California, without regard to its conflict of laws principles that would otherwise require the application of the laws of any other jurisdiction. Any legal suit, action or proceeding arising out of, or related to these Terms of Sale shall be brought exclusively in the federal or state courts located in the City and County of San Francisco, California. You consent to the jurisdiction of these courts and waive any and all objections to venue or jurisdiction.

14. Dispute Resolution and Binding Arbitration.

1. YOU AND SELLER ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

2. You acknowledge and agree that, by accepting these Terms of Sale, the Federal Arbitration Act ("FAA") shall govern the interpretation and enforcement of this provision and that any such arbitration will be conducted by the American Arbitration Association ("AAA") in San Francisco County, California, before a mutually agreed-upon single arbitrator licensed to practice law. It will be conducted in accordance with the then-prevailing Arbitration Rules of the AAA (available at adr.org or by calling the AAA at 1-800-778-7879) and the arbitrator shall be bound by these conditions. The arbitrator shall have authority to award or grant legal, equitable, and declaratory relief. Such arbitration shall be final and binding on the parties.  

3. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

15. Attorneys’ Fees. To the fullest extent permitted by law, in any legal suit, action, or proceeding arising out of or relating to these Terms of Sale or the products or services provided by Seller, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and other expenses incurred in connection with such proceeding from the non-prevailing party. 

16. Indemnification. You agree to indemnify, defend and hold harmless Seller and their respective directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, expenses and costs (including, without limitation, reasonable attorneys' fees and court costs), arising out of or relating to your breach of these Terms of Sale, including without limitation any actual or threatened suit, demand or claim made against Seller and/or its independent contractors, service providers, employees, directors or consultants, arising out of or relating to the products or services, your conduct, your violation of these Terms of Sale or your violation of the rights of any third party.

17. Order Refusal, Suspension, and Risk Management. We reserve the right, at our sole discretion and in accordance with applicable laws, to refuse, cancel, limit, or suspend any order, transaction, or customer engagement for any reason. This may include, but is not limited to: suspected fraud or high-risk activity; a history of chargebacks or disputes; product unavailability; pricing or product description errors; or violations of these Terms of Sale or other applicable policies. We may also suspend or cancel pending transactions if a customer dispute or other circumstances present an elevated risk to our business. In such cases, we may place shipments on hold, stop deliveries in transit, or return shipments to our facility. These actions are part of our risk management procedures and are intended to prevent loss and ensure proper resolution of escalated matters. We will make reasonable efforts to keep you informed of any impacted orders. By placing an order with us, you acknowledge and agree that such actions may be taken in good faith and do not constitute a breach of contract or other obligation on our part. Additionally, we reserve the right to limit future purchases from any individual or entity, and to restrict quantities or items per customer, household, or order. In the event that an order is canceled after payment has been processed, you will be notified, and a refund for any canceled items will be issued in accordance with our standard refund policy.

18. Chargebacks and Dispute Policy. ALL SALES ARE FINAL. By placing an order with us, you agree to make a good faith effort to resolve any concerns directly with us before initiating a chargeback or payment dispute with your financial institution. If you initiate a chargeback that is decided in your favor after your order has been delivered, you agree to return all items associated with the disputed charge. Failure to do so may result in legal action or other lawful measures to recover the items or their monetary value. This may include, but is not limited to, engaging a licensed third-party collections agency or initiating legal proceedings, in accordance with applicable California and federal laws. To the extent permitted by law, you may also be held responsible for any reasonable costs we incur in connection with the chargeback, including processing fees, collection costs, and attorneys’ fees.

19. Assignment. You may not assign any of your rights or delegate any of your obligations under these Terms of Sale. Any attempted assignment or delegation of these Terms of Sale shall be null and void and will not relieve you of any of your obligations hereunder.

20. No Waivers. The failure of Seller to enforce any right or provision under these Terms of Sale shall not be deemed a waiver of such right or provision. Any waiver shall be effective only if in writing and signed by an authorized representative of Seller. 

21. No Third-Party Beneficiaries. These Terms of Sale do not and are not intended to confer any rights or remedies upon any person other than you.

22. Notices. 

23. To You. We may provide any notice to you under these terms of sale by: (i) sending a message to the email address you provide or (ii) by posting to our website. Notices sent by email will be effective upon email and notices we provide by posting will be effective upon posting. It is your responsibility to keep you email address current and up to date. 

24. To Us. To give us notice under these Terms of Sale, you must contact us as follows: (i) by email to claims@outercle.com; or (ii) by personal delivery, overnight courier or registered or certified mail to 2143 Francisco Blvd E, San Rafael, CA 94901. We may update the email address or mailing address for notice by posting a notice on our website. Notices provided by personal delivery will be effective immediately. Notices provided by email will be effective when sent. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

25. Severability. If any provision of these Terms of Sale is invalid, illegal, void, or unenforceable, that provision shall be deemed severed from these Terms of Sale, and the remaining provisions shall remain in full force and effect.

26. Entire Agreement. Our order confirmation, these Terms of Sale, Website Terms of Use, and Privacy Policy supersede all prior discussions and written and oral agreements between you and Seller and together constitute the sole and entire agreement between the parties with respect to your purchase of products or services from Seller.