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Site Terms and Conditions of Use

 

1. User's Acknowledgment and Acceptance of Terms

 

Kinevative ("Us" or "We") provides the current site and various

related services (collectively, the "site") to you, the user, subject

to your compliance with all the terms, conditions, and notices

contained or referenced herein (the "Terms of Use"), as well as any

other written agreement between us and you. In addition, when using

particular services or materials on this site, users shall be subject

to any posted rules applicable to such services or materials that may

contain terms and conditions in addition to those in these Terms of

Use. All such guidelines or rules are hereby incorporated by reference

into these Terms of Use.

 

BY USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF

YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE

SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY

PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR

THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR

PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH

THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF

YOUR USE OF THIS SITE.

 

These Terms of Use are effective as of 1-1-2010. We expressly reserve

the right to change these Terms of Use from time to time without

notice to you. You acknowledge and agree that it is your

responsibility to review this site and these Terms of Use from time to

time and to familiarize yourself with any modifications. Your

continued use of this site after such modifications will constitute

acknowledgement of the modified Terms of Use and agreement to abide

and be bound by the modified Terms of Use.

 

As used in these Terms of Use, references to our "Affiliates" include

our owners, subsidiaries, affiliated companies, officers, directors,

suppliers, partners, sponsors, and advertisers, and includes (without

limitation) all parties involved in creating, producing, and/or

delivering this site and/or its contents.

 

2. Description of Services

 

We make various services available on this site including, but not

limited to, Online Sales, and other like services. You are responsible

for providing, at your own expense, all equipment necessary to use the

services, including a computer, modem, and Internet access (including

payment of all fees associated with such access).

 

We reserve the sole right to either modify or discontinue the site,

including any of the site’ s features, at any time with or without

notice to you. We will not be liable to you or any third party should

we exercise such right. Any new features that augment or enhance the

then-current services on this site shall also be subject to these

Terms of Use.

 

3. Registration Data and Privacy

 

In order to access some of the services on this site, you will be

required to use an account and password that can be obtained by

completing our online registration form, which requests certain

information and data ("Registration Data"), and maintaining and

updating your Registration Data as required. By registering, you agree

that all information provided in the Registration Data is true and

accurate and that you will maintain and update this information as

required in order to keep it current, complete, and accurate.

 

You also grant us the right to disclose to third parties certain

Registration Data about you. The information we obtain through your

use of this site, including your Registration Data, is subject to our

Privacy Policy, which is specifically incorporated by reference into

these Terms of Use.

 

4. Conduct on Site

 

Your use of the site is subject to all applicable laws and

regulations, and you are solely responsible for the substance of your

communications through the site. By posting information in or

otherwise using any communications service, chat room, message board,

newsgroup, software library, or other interactive service that may be

available to you on or through this site, you agree that you will not

upload, share, post, or otherwise distribute or facilitate

distribution of any content -- including text, communications,

software, images, sounds, data, or other information -- that:

 

a. is unlawful, threatening, abusive, harassing, defamatory, libelous,

deceptive, fraudulent, invasive of another’s privacy, tortious,

contains explicit or graphic descriptions or accounts of sexual acts

(including but not limited to sexual language of a violent or

threatening nature directed at another individual or group of

individuals), or otherwise violates our rules or policies;

 

b. victimizes, harasses, degrades, or intimidates an individual or

group of individuals on the basis of religion, gender, sexual

orientation, race, ethnicity, age, or disability;

 

c. infringes on any patent, trademark, trade secret, copyright, right

of publicity, or other proprietary right of any party;

 

d. constitutes unauthorized or unsolicited advertising, junk or bulk

email (also known as "spamming"), chain letters, any other form of

unauthorized solicitation, or any form of lottery or gambling;

 

e. contains software viruses or any other computer code, files, or

programs that are designed or intended to disrupt, damage, or limit

the functioning of any software, hardware, or telecommunications

equipment or to damage or obtain unauthorized access to any data or

other information of any third party; or

 

f. impersonates any person or entity, including any of our employees

or representatives.

 

We neither endorse nor assume any liability for the contents of any

material uploaded or submitted by third party users of the site. We

generally do not pre-screen, monitor, or edit the content posted by

users of communications services, chat rooms, message boards,

newsgroups, software libraries, or other interactive services that may

be available on or through this site. However, we and our agents have

the right at their sole discretion to remove any content that, in our

judgement, does not comply with these Terms of Use and any other rules

of user conduct for our site, or is otherwise harmful, objectionable,

or inaccurate. We are not responsible for any failure or delay in

removing such content. You hereby consent to such removal and waive

any claim against us arising out of such removal of content. See "Use

of Your Materials" below for a description of the procedures to be

followed in the event that any party believes that content posted on

this site infringes on any patent, trademark, trade secret, copyright,

right of publicity, or other proprietary right of any party.

 

In addition, you may not use your account to breach security of

another account or attempt to gain unauthorized access to another

network or server. Not all areas of the site may be available to you

or other authorized users of the site. You shall not interfere with

anyone else’s use and enjoyment of the site or other similar services.

Users who violate systems or network security may incur criminal or

civil liability.

 

You agree that we may at any time, and at our sole discretion,

terminate your membership, account, or other affiliation with our site

without prior notice to you for violating any of the above provisions.

In addition, you acknowledge that we will cooperate fully with

investigations of violations of systems or network security at other

sites, including cooperating with law enforcement authorities in

investigating suspected criminal violations.

 

5. Third Party Sites and Information

 

This site may link you to other sites on the Internet or otherwise

include references to information, documents, software, materials

and/or services provided by other parties. These sites may contain

information or material that some people may find inappropriate or

offensive. These other sites and parties are not under our control,

and you acknowledge that we are not responsible for the accuracy,

copyright compliance, legality, decency, or any other aspect of the

content of such sites, nor are we responsible for errors or omissions

in any references to other parties or their products and services. The

inclusion of such a link or reference is provided merely as a

convenience and does not imply endorsement of, or association with,

the site or party by us, or any warranty of any kind, either express

or implied.

 

6. Intellectual Property Information

 

Copyright (c) 1-1-2010 Kinevative All Rights Reserved.

 

For purposes of these Terms of Use, "content" is defined as any

information, data, communications, software, photos, video, graphics,

music, sounds, and other material and services that can be viewed by

users on our site. This includes message boards, chat, and other

original content.

 

By accepting these Terms of Use, you acknowledge and agree that all

content presented to you on this site is protected by copyrights,

trademarks, service marks, patents or other proprietary rights and

laws, and is the sole property of Kinevative and/or its Affiliates.

You are only permitted to use the content as expressly authorized by

us or the specific content provider. You may not copy, reproduce,

modify, republish, upload, post, transmit, or distribute any documents

or information from this site in any form or by any means without prior

written permission from us or the specific content provider, and you are

solely responsible for obtaining permission before reusing any

copyrighted material that is available on this site. Any unauthorized

use of the materials appearing on this site may violate copyright,

trademark and other applicable laws and could result in criminal or

civil penalties.

 

Neither we or our Affiliates warrant or represent that your use of

materials displayed on, or obtained through, this site will not

infringe the rights of third parties. See "User’s Materials" below for

a description of the procedures to be followed in the event that any

party believes that content posted on this site infringes on any

patent, trademark, trade secret, copyright, right of publicity, or

other proprietary right of any party.

 

All custom graphics, icons, logos and service names are registered

trademarks, trademarks or service marks of Kinevative or its

Affiliates. All other trademarks or service marks are property of

their respective owners. Nothing in these Terms of Use grants you any

right to use any trademark, service mark, logo, and/or the name of

Kinevative or its Affiliates.

 

7. Unauthorized Use of Materials

 

Subject to our Privacy Policy, any communication or material that you

transmit to this site or to us, whether by electronic mail, post, or

other means, for any reason, will be treated as non-confidential and

non-proprietary. While you retain all rights in such communications or

material, you grant us and our agents and affiliates a non-exclusive,

paid-up, perpetual, and worldwide right to copy, distribute, display,

perform, publish, translate, adapt, modify, and otherwise use such

material for any purpose regardless of the form or medium (now known

or not currently known) in which it is used.

 

Please do not submit confidential or proprietary information to us

unless we have mutually agreed in writing otherwise. We are also

unable to accept your unsolicited ideas or proposals, so please do not

submit them to us in any circumstance.

 

We respect the intellectual property of others, and we ask you to do

the same. If you or any user of this site believes its copyright,

trademark or other property rights have been infringed by a posting on

this site, you or the user should send notification to our Designated

Agent (as identified below) immediately. To be effective, the

notification must include:

 

1. Identify in sufficient detail the copyrighted work that you believe

has been infringed upon or other information sufficient to specify the

copyrighted work being infringed).

 

2. Identify the material that you claim is infringing the copyrighted

work listed in item #1 above.

 

3. Provide information reasonably sufficient to permit us to contact

you (email address is preferred).

 

4. Provide information, if possible, sufficient to permit us to notify

the owner/administrator of the allegedly infringing webpage or other

content (email address is preferred).

 

5. Include the following statement: "I have a good faith belief that

use of the copyrighted materials described above as allegedly

infringing is not authorized by the copyright owner, its agent, or the

law."

 

6. Include the following statement: "I swear, under penalty of

perjury, that the information in the notification is accurate and that

I am the copyright owner or am authorized to act on behalf of the

owner of an exclusive right that is allegedly infringed."

 

7. Sign the paper.

 

8. Send the written communication to the following address:

 

Designated Agent for Claimed Infringement:

 

Contact: J Travis

Address: 402B W Mt Vernon St #376 Nixa, MO 65714

 

You acknowledge and agree that upon receipt of a notice of a claim of

copyright infringement, we may immediately remove the identified

materials from our site without liability to you or any other party

and that the claims of the complaining party and the party that

originally posted the materials will be referred to the United States

Copyright Office for adjudication as provided in the Digital

Millennium Copyright Act.

 

8. Disclaimer of Warranties

 

ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND

"AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR

IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY

OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO

WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR

REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED,

TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED

FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE

OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR

INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR

AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES,

ERRORS OR DEFECTS.

 

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR

TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND

SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY

PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR

SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO

UPDATE SUCH MATERIALS OR SERVICES.

 

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY

MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK

AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY

DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH

ACTIVITIES.

 

Through your use of the site, you may have the opportunities to engage

in commercial transactions with other users and vendors. You

acknowledge that all transactions relating to any merchandise or

services offered by any party, including, but not limited to the

purchase terms, payment terms, warranties, guarantees, maintenance and

delivery terms relating to such transactions, are agreed to solely

between the seller or purchaser of such merchandize and services and

you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH,

OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT

SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY

WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES,

MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A

THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR

ANY OTHER OF OUR AFFILIATES.

 

Content available through this site often represents the opinions and

judgments of an information provider, site user, or other person or

entity not connected with us. We do not endorse, nor are we

responsible for the accuracy or reliability of, any opinion, advice,

or statement made by anyone other than an authorized Kinevative

spokesperson speaking in his/her official capacity.

 

You understand and agree that temporary interruptions of the services

available through this site may occur as normal events. You further

understand and agree that we have no control over third party networks

you may access in the course of the use of this site, and therefore,

delays and disruption of other network transmissions are completely

beyond our control.

 

You understand and agree that the services available on this site are

provided "AS IS" and that we assume no responsibility for the

timeliness, deletion, mis-delivery or failure to store any user

communications or personalization settings.

 

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN

WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

9. Limitation of Liability

 

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD

PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL

DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT

LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER

OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON

ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE

OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS

SITE.

 

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND

SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING

COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT

LIMITATION THE PROCESSING OF ORDERS.

 

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY

FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY

NOT APPLY TO YOU.

 

10. Indemnification

 

Upon a request by us, you agree to defend, indemnify, and hold us and

our Affiliates  harmless from all liabilities, claims, and expenses,

including attorney’s fees, that arise from your use or misuse of this

site. We reserve the right, at our own expense, to assume the

exclusive defense and control of any matter otherwise subject to

indemnification by you, in which event you will cooperate with us in

asserting any available defenses.

 

11. Security and Password

 

You are solely responsible for maintaining the confidentiality of your

password and account and for any and all statements made and acts or

omissions that occur through the use of your password and account.

Therefore, you must take steps to ensure that others do not gain

access to your password and account. Our personnel will never ask you

for your password. You may not transfer or share your account with

anyone, and we reserve the right to immediately terminate your account

if you do transfer or share your account.

 

12. Participation in Promotions

 

From time to time, this site may include advertisements offered by

third parties. You may enter into correspondence with or participate

in promotions of the advertisers showing their products on this site.

Any such correspondence or promotions, including the delivery of and

the payment for goods and services, and any other terms, conditions,

warranties or representations associated with such correspondence or

promotions, are solely between you and the advertiser. We assume no

liability, obligation or responsibility for any part of any such

correspondence or promotion.

 

13. E-mail, Messaging, Blogging, and Chat Services

 

We may make email, messaging, blogging, or chat services

(collectively, "Communications") available to users of our site,

either directly or through a third-party provider. We make available

separate supplemental agreements characterizing the relationship

between you and us that, except where expressly noted or

contradictory, includes these Terms.

 

We will not inspect or disclose the contents of private Communications

except with the consent of the sender or the recipient, or in the

narrowly-defined situations provided under the Electronic

Communications Privacy Act, or as other required by law or by court or

governmental order. Further information is available in our Privacy

Policy.

 

We may employ automated monitoring devices or techniques to protect

our users from mass unsolicited communications (also known as "spam")

and/or other types of electronic communications that we deem

inconsistent with our business purposes. However, such devices or

techniques are not perfect, and we will not be responsible for any

legitimate communication that is blocked, or for any unsolicited

communication that is not blocked.

 

Mailboxes may have a limited storage capacity. If you exceed the

maximum permitted storage space, we may employ automated devices that

delete or block email messages that exceed the limit. We will not be

responsible for such deleted or blocked messages.

 

14. International Use

 

Although this site may be accessible worldwide, we make no

representation that materials on this site are appropriate or

available for use in locations outside the United States, and

accessing them from territories where their contents are illegal is

prohibited. Those who choose to access this site from other locations

do so on their own initiative and are responsible for compliance with

local laws. Any offer for any product, service, and/or information

made in connection with this site is void where prohibited.

 

15. Termination of Use

 

You agree that we may, in our sole discretion, terminate or suspend

your access to all or part of the site with or without notice and for

any reason, including, without limitation, breach of these Terms of

Use. Any suspected fraudulent, abusive or illegal activity may be

grounds for terminating your relationship and may be referred to

appropriate law enforcement authorities.

 

Upon termination or suspension, regardless of the reasons therefore,

your right to use the services available on this site immediately

ceases, and you acknowledge and agree that we may immediately

deactivate or delete your account and all related information and

files in your account and/or bar any further access to such files or

this site. We shall not be liable to you or any third party for any

claims or damages arising out of any termination or suspension or any

other actions taken by us in connection with such termination or

suspension.

 

16. Governing Law

 

This site (excluding any linked sites) is controlled by us from our

offices within the state of Missouri, United States of America. It can be

accessed from all 50 states, as well as from other countries around

the world. As each of these places has laws that may differ from those

of Missouri, by accessing this site both of us agree that the statutes

and laws of the State of Missouri, without regard to the conflicts of

laws principles thereof and the United Nations Convention on the

International Sales of Goods, will apply to all matters relating to

the use of this site and the purchase of products and services

available through this site. Each of us agrees and hereby submits to

the exclusive personal jurisdiction and venue any court of competent

jurisdiction within the State of Missouri with respect to such

matters.

 

17. Notices

 

All notices to a party shall be in writing and shall be made either

via email or conventional mail. Notices to us must be sent to the

attention of Customer Service at sales@kinevative.com, if by

email, or at Kinevative  402B W Mt Vernon St #376, Nixa MO 65714 if by

conventional mail. Notices to you may be sent to the address supplied

by you as part of your Registration Data. In addition, we may

broadcast notices or messages through the site to inform you of

changes to the site or other matters of importance, and such

broadcasts shall constitute notice to you at the time of sending.

 

18 Entire Agreement

These terms and conditions constitute the entire agreement and

understanding between us concerning the subject matter of this

agreement and supersedes all prior agreements and understandings of

the parties with respect to that subject matter. These Terms of Use

may not be altered, supplemented, or amended by the use of any other

document(s). Any attempt to alter, supplement or amend this document

or to enter an order for products or services which are subject to

additional or altered terms and conditions shall be null and void,

unless otherwise agreed to in a written agreement signed by you and

us. To the extent that anything in or associated with this site is in

conflict or inconsistent with these Terms of Use, these Terms of Use

shall take precedence.

 

19. Miscellaneous

 

In any action to enforce these Terms of Use, the prevailing party will

be entitled to costs and attorneys’ fees. Any cause of action brought

by you against us or our Affiliates must be instituted with one year

after the cause of action arises or be deemed forever waived and

barred.

 

You may not assign your rights and obligations under these Terms of

Use to any party, and any purported attempt to do so will be null and

void. We may free assign our rights and obligations under these Terms

of Use.

 

You agree not to sell, resell, reproduce, duplicate, copy or use for

any commercial purposes any portion of this site, or use of or access

to this site.

 

In addition to any excuse provided by applicable law, we shall be

excused from liability for non-delivery or delay in delivery of

products and services available through our site arising from any

event beyond our reasonable control, whether or not foreseeable by

either party, including but not limited to, labor disturbance, war,

fire, accident, adverse weather, inability to secure transportation,

governmental act or regulation, and other causes or events beyond our

reasonable control, whether or not similar to those which are

enumerated above.

 

If any part of these Terms of Use is held invalid or unenforceable,

that portion shall be construed in a manner consistent with applicable

law to reflect, as nearly as possible, the original intentions of the

parties, and the remaining portions shall remain in full force and

effect.

 

Any failure by us to enforce or exercise any provision of these Terms

of Use or related rights shall not constitute a waiver of that right

or provision.

 

20. Contact Information

 

Except as explicitly noted on this site, the services available

through this site are offered by Kinevative located at 402B W Mt

Vernon St #376, Nixa MO 65714. Our telephone number is 417-886-7151.

If you notice that any user is violating these Terms of Use, please

contact us at sales@kinevative.com.

 

Terms and Conditions of Sale

 

1. Sale and Purchase of Goods

 

Kinevative ("Seller") hereby agrees to sell, and You ("Buyer") hereby

agree to purchase, goods of the description and quantity described on

the checkout window ("Checkout") and incorporated herein by this

reference ("Goods") on the terms and conditions set forth in this

Agreement.

 

2. Purchase Price

 

Buyer agrees to pay the Purchase Price of the Goods as posted on this

website attached hereto.

 

3. Payment Terms

 

The total amount of the Purchase Price shall be payable in full by

Buyer according to the payment due date stated at Checkout. Any

portion of the Purchase Price unpaid past thirty (30) days shall be

considered overdue. All amounts past due are subject to a late charge

of the lesser of one and one-half percent (1 1/2%) per month (being

eighteen percent (18%) per annum) or the highest lawful rate. In

addition, Seller shall have the right to pursue any remedies available

at law or as provided herein and shall be entitled to reimbursement

from Buyer for Seller's costs of collection, including attorney fees,

legal fees and costs and disbursements.

 

4. Delivery

 

Unless otherwise agreed in writing, delivery shall be made in

accordance with Seller's shipping policy in effect on the date of

shipment. Delivery dates provided by Seller are estimates only. Seller

will make reasonable efforts to deliver in accordance with such dates;

however, Seller will not be liable for failure to deliver as

estimated. Unless otherwise agreed in writing by Seller, Goods shall

be packaged according to Seller's standards and practices.

 

5. Limited Warranty

 

Seller offers no warranty on any transactions.

 

6. Disclaimer of Warranty/Limitation of Liability

 

Seller undertakes no responsibility for the quality of the Goods or

that the Goods will be fit for any particular purpose for which Buyer

may be buying the Goods, except as otherwise provided in this

Agreement, and Seller disclaims all other warranties and conditions,

express or implied.

 

SELLER (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS,

EMPLOYEES, AGENTS OR SUBCONTRACTORS, ALL OF WHICH ARE REFERRED TO

HEREIN COLLECTIVELY AS THE "SELLER AFFILIATES") SHALL NOT BE LIABLE

UNDER ANY CIRCUMSTANCE TO BUYER OR ANY OTHER PARTY FOR ANY SPECIAL,

CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN

ANY WAY CONNECTED WITH THE GOODS OR OTHERWISE, INCLUDING BUT NOT

LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF THE GOODS OR ANY

ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE OR

REPLACEMENT EQUIPMENT, FACILITIES OR SERVICES, DOWN TIME, BUYER'S

TIME, LOST DATA, INJURY TO PROPERTY OR ANY DAMAGES OR SUMS PAID BY

BUYER TO THIRD PARTIES, EVEN IF SELLER OR ANY OF THE SELLER AFFILIATES

HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING

LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON

PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, OR OTHER TORT, BREACH OF

ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE

FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL

PURPOSE, OR OTHERWISE.

 

IN NO EVENT SHALL SELLER OR ANY SELLER AFFILIATE BE LIABLE TO BUYER OR

ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE

ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS IN

EXCESS OF THE NET PURCHASE PRICE OF THE GOODS ACTUALLY DELIVERED TO

AND PAID FOR BY BUYER HEREUNDER.

 

SELLER DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO

THE GOODS AND NONE OF SELLER OR ANY SELLER AFFILIATE SHALL HAVE ANY

DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS BUYER FROM AND AGAINST ANY

OR ALL DAMAGES OR COSTS INCURRED BY BUYER ARISING FROM THE

INFRINGEMENT OF PATENTS OR TRADEMARKS OR VIOLATION OF COPYRIGHTS BY

ANY OF THE GOODS.

 

7. Force Majeure

 

Seller shall not be held responsible for any failure of performance to

make timely delivery of all or any part of the Goods in the event such

failure was due, in whole or in part, to federal, provincial or

municipal action, statute, ordinance or regulation, strike or other

labor trouble, fire or other damage to or destruction of, in whole or

in part, the Goods or the manufacturing facility for the Goods, the

lack of or inability to obtain raw materials, labor, fuel, electrical

power, water or supplies, or any other cause, act of God, contingency

or circumstances not subject to the reasonable control of Seller,

which causes delays or hinders the manufacture or delivery of Goods.

Seller shall determine in good faith the extent to which it can

reasonably control a cause, contingency, or circumstance that affects

the performance of its obligations.

 

8. General

 

Buyer may not assign this Agreement without Seller's written consent.

Seller is the sole intended beneficiary of this Agreement. If there is

any inconsistency between this Agreement and any other agreement

included with or relating to the Goods, this Agreement shall govern.

This Agreement may not be modified, altered or amended without the

written agreement of Seller. Any additional or altered terms attached

to any order submitted by Buyer shall be null and void, unless

expressly agreed to in writing by Seller. If any term of this

Agreement is illegal or unenforceable, the legality and enforceability

of the remaining provisions shall not be affected or impaired. This

Agreement shall be interpreted under the laws of the State of

Missouri, without giving effect to conflicts-of-law rules; and in the

event of a dispute under this Agreement; Buyer submits to the

exclusive jurisdiction and venue of the courts of the State of Missouri

and hereby waives any objection to such jurisdiction and venue.