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140 Village Shopping Center
Westminster, MD 21157 (410)- 848-7100

* - Please print this page from the
internet for your records, as may be required for warranty claims:
** For a full list of our "Terms and Conditions" -
please
click here!
*** For a full list of our "Limited Warranties and
Return Policy" -
please click here!
U.S. Terms
and Conditions of Sale
PLEASE READ THIS DOCUMENT
CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND
OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS
DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.
These terms and conditions ("Agreement") apply to your
purchase of computer systems and/or related products and/or services and support
sold in the United States ("Product"). By accepting delivery of the Product, you
accept and are bound to the terms and conditions of this Agreement. If you do
not wish to be bound by this Agreement, you must notify Couri and return your
purchase pursuant to
Couri's Return Policy.
(See:
Warranty & Conditions of Sales)
THIS AGREEMENT SHALL APPLY
UNLESS (I) YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH COURI, IN WHICH CASE THE
SEPARATE AGREEMENT SHALL GOVERN; OR (II) OTHER COURI TERMS AND CONDITIONS APPLY
TO THE TRANSACTION.
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1.
Other Documents. This Agreement may NOT be altered, supplemented, or
amended by the use of any other document(s) unless otherwise agreed to
in a written agreement signed by both you and Couri. If you do not
receive an invoice or acknowledgement in the mail, via e-mail, or with
your Product, information about your purchase may be obtained by
contacting your sales representative.
2.
Payment Terms; Orders; Quotes; Interest.
Terms of payment are within Couri's sole discretion, and unless
otherwise agreed to by Couri, payment must be received by Couri prior to
Couri's acceptance of an order. Payment for the products will be made by
credit card, wire transfer, or some other prearranged payment method
unless credit terms have been agreed to by Couri. Invoices are due and
payable within the time period noted on the reverse side of this
invoice, measured from the date of the invoice.
Couri may invoice
parts of an order separately. Your order is subject to cancellation
by Couri, at Couri's sole discretion. Unless you and Couri have
agreed to a different discount, Couri's standard pricing policy for
Couri-branded systems, which include both hardware and services in
one discounted price, allocates the discount off list price
applicable to the service portion of the system to be equal to the
overall calculated percentage discount off list price on the entire
system. Couri is not responsible for pricing, typographical, or
other errors, in any offer by Couri and reserves the right to cancel
any orders resulting from such errors.
3.
Shipping Charges; Taxes; Title; Risk of Loss.
Shipping and handling are additional unless otherwise expressly
indicated at the time of sale. Title to products passes from Couri to
Customer on shipment from Couri's facility. Loss or damage that occurs
during shipping by a carrier selected by Couri is Couri's
responsibility. Loss or damage that occurs
during shipping by a carrier selected by
you is your responsibility. You must notify Couri within 15 days of the
date of your invoice or acknowledgement if you believe any part of your
purchase is missing, wrong or damaged. Unless you provide Couri with a
valid and correct tax exemption certificate applicable to your purchase
of Product and the Product ship-to location, you are responsible for
sales and other taxes associated with the order. Shipping dates are
estimates only. Title to software will remain with the applicable
licensor(s).
4.
Warranties. THE
Limited_Warranty_and_Return_Policy
is APPLICABLE TO COURI-BRANDED HARDWARE PRODUCT CAN BE FOUND AT
http://www.digimajig.com/warranty.htm
OR IN THE DOCUMENTATION COURI PROVIDES WITH
COURI-BRANDED PRODUCT. COURI MAKES NO WARRANTIES FOR SERVICE, SOFTWARE,
OR NON-COURI BRANDED PRODUCT, SERVICE, MAINTENANCE OR SUPPORT. SUCH
PRODUCT, SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED BY COURI "AS IS"
AND THIRD-PARTY WARRANTIES, SERVICES, MAINTENANCE AND SUPPORT ARE
PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLIER, NOT BY COURI. COURI
MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN COURI'S APPLICABLE
COURI-BRANDED WARRANTY OR SERVICE DESCRIPTION IN EFFECT ON THE DATE OF
THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT. COURI-BRANDED WARRANTIES
AND SERVICES WILL BE EFFECTIVE, AND COURI IS NOT OBLIGATED TO HONOR ANY
SUCH WARRANTY OR SERVICE UNTIL COURI RECEIVES PAYMENT IN FULL. COURI MAY
REQUEST CANCELLATION OF THIRD-PARTY-BRANDED SOFTWARE LICENSES, SERVICES,
MAINTENANCE OR SUPPORT IF COURI DOES NOT RECEIVE PAYMENT. IF YOU
PURCHASE THIRD-PARTY-BRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT
ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY.
5.
Software. All software is provided subject to a license agreement
and you agree that you will be bound by such license agreement.
6.
Return Policies; Exchanges
Couri's return policy can be found at
http://www.Couri.com/warranty.htm.
You must contact us directly before you attempt to return Product to
obtain a Return Merchandise Authorization Number for you to include with
your return. You must return Product to us in their original or
equivalent packaging. You are responsible for risk of loss, shipping and
handling fees for returning or exchanging Product. Additional fees may
apply. If you fail to follow the return or exchange instructions and
policies provided by Couri, Couri is not responsible whatsoever for
Product that is lost, damaged, modified or otherwise processed for
disposal or resale. At Couri's discretion, credit for partial returns
may be less than invoice or individual component prices due to bundled
or promotional pricing.
7.
Changed or Discontinued Product.
Couri's policy is one of ongoing update and revision. Couri may revise
and discontinue Product at any time without notice to you and this may
affect information previously saved on your computer system. Couri will
ship Product that have the functionality and performance of the Product
ordered, but changes between what is shipped and what is described in a
specification sheet or catalog are possible. Parts used in repairing or
servicing Product may be new, equivalent-to-new, or reconditioned.
8.
Service and Support.
Service offerings may vary from Product to Product. In addition to these
terms and conditions, Couri and/or your third-party service provider may
provide such service and support to you in the United States in
accordance with the term and conditions located at
http://www.digimajig.com/service_contracts
or as otherwise delivered to you. Couri and/or
your third-party service provider may at their discretion, revise their
general and optional service and support programs and the terms and
conditions that govern them without prior notice to you. Couri has no
obligation to provide service or support until Couri has received full
payment for the Product or service/support contract you purchased. Couri
is not obligated to provide third-party branded service or support, or
service or support for any products or services that you purchased
through a third-party and not Couri. It is your responsibility to backup
all existing data, software, and programs before receiving services or
support (including telephone support). Couri and/or your third-party
service provider will have no liability for loss or recovery of data,
programs or loss of use of system(s) arising out of the services or
support or any act or omission, including negligence, by Couri or
your-third-party service provider. Couri and/or your third-party service
provider is not permitted by law to copy pirated or copyrighted
materials or to copy or handle illegal data. Prior to Couri and/or your
third-party service provider providing service or support, you represent
that your system(s) does not contain illegal files or data. You also
represent that you own the copyright or have a license to make copies to
all files on your system and do not have any data that would cause Couri
to be liable for copyright infringement if those files were copied by
Couri and/or your third-party service provider.
9.
Limitation of Liability.
COURI DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN,
INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING
AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR
CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, COURI WILL NOT BE LIABLE FOR ANY
CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT,
COURI IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE
AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT
SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
10.
Applicable Law; Not For Resale or Export.
You agree to comply with all applicable laws and regulations of the
various states and of the United States. You agree and represent that
you are buying only for your own internal use only, and not for resale
or export. Couri has no separate terms and conditions governing resale
of Product by third parties and transactions outside the United States.
because we don't sell outside US contiguous states.
11.
Governing Law. THE
PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM,
DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER
PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND
EQUITABLE CLAIMS) BETWEEN CUSTOMER AND COURI arising from or relating to
this agreement, its interpretation, or the breach, termination or
validity thereof, the relationships which result from this agreement,
Couri's advertising, or any related purchase SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
12.
Binding Arbitration.
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR
OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING
STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN
CUSTOMER AND COURI, its agents, employees, principals, successors,
assigns, affiliates (collectively for purposes of this paragraph,
"Couri") arising from or relating to this Agreement, its interpretation,
or the breach, termination or validity thereof, the relationships which
result from this Agreement (including, to the full extent permitted by
applicable law, relationships with third parties who are not signatories
to this Agreement), Couri's advertising, or any related purchase SHALL
BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED
BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then
in effect (available via the Internet at
http://www.arb-forum.com ,
or via telephone at 1-800-474-2371). In the event of any inconsistency
or conflict between NAF Code of Procedure and this Agreement, this
Agreement shall control. The arbitration will be limited solely to the
dispute or controversy between customer and Couri. NEITHER CUSTOMER NOR
COURI SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST
OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS
ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The individual
(non-class) nature of this dispute provision goes to the essence of the
parties' arbitration agreement, and if found unenforceable, the entire
arbitration provision shall not be enforced. This transaction involves
interstate commerce, and this provision shall be governed by the Federal
Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s)
shall be final and binding on each of the parties, and may be entered as
a judgment in any court of competent jurisdiction. Couri will be
responsible for paying any arbitration fees to the extent such fees
exceed the amount of the filing fee for initiating a claim in the small
claims or similar court in the state in which you reside. Each party
shall pay for its own costs and attorneys' fees, if any. However, if any
customer prevails on any claim that affords the prevailing party
attorneys' fees, or if there is a written agreement providing for fees,
the Arbitrator may award reasonable fees to the prevailing party, under
the standards for fee shifting provided by law. Information may be
obtained and claims may be filed with the NAF at P.O. Box 50191,
Minneapolis, MN 55405. |
(REV
05/01/07)
Terms and
Conditions of Sale for Persons or Entities Purchasing to Resell
PLEASE READ THIS DOCUMENT
CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND
OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.
These terms and conditions ("Agreement") apply to your
purchase and resale of computer systems, related products and/or services and
support sold in the United States ("Products") by the Couri entity named on the
invoice ("Couri") or other documents provided to you by Couri. This Agreement
does not apply to you if you are buying for your own end use. By accepting
delivery of the Products you agree to be bound by and accept the terms and
conditions of this Agreement. These terms and conditions are subject to change
at any time in Couri's sole discretion without prior written notice. If you do
not wish to be bound by this Agreement, you must promptly notify Couri. Products
must remain in the boxes in which they were shipped and notify us immediately to
arrange a Product return. YOU WILL BE RESPONSIBLE FOR SHIPPING & HANDLING
CHARGES FOR THIS RETURN. AN ADDITIONAL RETURN OR RESTOCKING FEES UP TO (20%) MAY APPLY. THIS
AGREEMENT SHALL APPLY UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT WITH COURI OR
OTHER COURI TERMS AND CONDITIONS APPLY.
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1.
Other Documents. This Agreement may NOT be
altered, supplemented or amended by the use of any other document(s)
unless otherwise agreed to in a separate written agreement signed by
both you and Couri. If you do not receive an invoice or acknowledgement
in the mail or with your Product, information about your purchase may be
obtained by contacting your sales
representative.
mailto:email@digimajig.com?subject=Info_About_Purchase_Needed_Please!
2.
Reselling. You may resell Products to end-users approved by Couri,
in Couri's sole discretion, only after you have added value to the
Products through the addition of hardware, software, or services.
Approval by Couri shall not be deemed from the sale of Product to you.
You may not resell to Consumer, Education, Healthcare, Federal, State or
Local sector customers nor to distributors, third party sales agents,
remarket or sell through retail storefronts or auction-type Web sites.
This Agreement is not exclusive. Couri may market Products to any third
party directly or indirectly without any obligation or liability to you.
This Agreement does not guarantee that you will make any sales of the
Products. You determine or set your resale Product pricing. Couri
reserves the right to restrict or prohibit your participation in certain
promotions, add, modify, or discontinue pricing, Products and/or parts.
Couri may require you to meet additional obligations not outlined
herein, which will be disclosed to you prior to your purchase of
Products. You will provide Couri such information and reports as may
reasonably be requested by Couri.
3.
Trademarks; Copyrights.
You may use the "Couri Tech or Couri Technology" name and Couri's product names solely for the
purpose of accurately identifying the Couri-branded Products you market
and/or sell under this Agreement. You agree to change or correct, at
your own expense, any material or activity that Couri decides is
inaccurate, objectionable or misleading or a misuse of Couri's name,
trademarks, service marks, or Couri's logos or copyrighted works. You
may not use the Couri name and Couri's product names for any other
purpose. You may not use other Couri trademarks or service marks, or
Couri's logos or copyrighted works, at any time. You are prohibited from
referring to yourself as an authorized reseller of Couri, implying that
you and Couri are partners, creating the impression that Couri is
affiliated with you or has sponsored, authorized, approved or endorsed
your business, or any offer or any marketing, advertising or promotion
thereof. You may not register or use any domain name or business name
containing or confusingly similar to any name or mark of Couri's. You
will clearly and prominently identify yourself in all offers and
advertising, marketing and promotional materials relating to this
Agreement.
4.
Quotes; Orders; Payment Terms; Interest.
Payment terms are within Couri's sole discretion. You agree not to
violate the terms of any offer or concession made available by Couri.
Couri may invoice and/or ship parts of an order separately. Couri
reserves the right to cancel an order or transaction, in whole or in
part. If you breach the provisions of this Agreement or the terms of any
offer, Couri may charge or re-debit your account or credit card the full
list price for your purchase (in lieu of a discounted or special price
included in the offer). You agree to pay interest on all past-due sums
at the highest rate allowed by law. You hereby grant Couri, and Couri
hereby retains, a purchase money security interest and lien on any and
all of your rights, title and interest in Products, wherever located,
and all replacements or proceeds of the Products, until the invoice for
the applicable Products is paid in full, including any late charges and
costs of collection. You consent to Couri's use of this Agreement, as
well as Product invoices, as financing statements for protecting this
security interest and appoint Couri as your agent for service of
process. Unless you and Couri have agreed to a different discount,
Couri's standard pricing policy for Couri-branded systems, which include
both hardware and services in one discounted price, allocates the
discount off list price applicable to the service portion of the system
to be equal to the overall calculated percentage discount off list price
on the entire system.
5.
Shipping Charges;
Taxes.
Shipping dates provided by Couri are estimates only. Shipping and
handling are additional and will be shown on the invoice(s) or other
documentation. Loss or damage that occurs during shipping by a carrier
selected by Couri is Couri's responsibility. Loss or damage that occurs
during shipping by a carrier selected by you is your responsibility.
Unless you provide Couri with a valid and correct tax exemption
certificate applicable to the Product ship-to location at the time of
purchase, you will be responsible for sales and all other taxes
associated with the order, however designated, except for Couri's taxes and taxes on Couri's net income.
6.
Title; Risk of Loss; Insurance.
Title to products passes from Couri to you on shipment from Couri's
facility or third party manufacturers facility. Title to software will
remain with the applicable licensor(s). You will maintain comprehensive
general liability, including products liability, insurance in an amount
appropriate for your business, but in no event less than $1,000,000.00
(US) with an insurance company having a Best rating of A. Upon Couri's
request, you will provide to Couri a certificate of such insurance
(including any new or amended certificates of insurance) and/or name
Couri as an additional insured.
7.
Warranties. COURI MAKES NO EXPRESS WARRANTIES
EXCEPT THOSE STATED IN THIS SECTION AND IN COURI'S APPLICABLE LIMITED
WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR
ACKNOWLEDGEMENT FOUND AT
http://www.digimajig.com/Limited_Warranties_and_Return_Policy.htm
OR THE DOCUMENTATION PROVIDED WITH THE PRODUCT(S).
COURI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION IMPLIED WARRANTIES OF NONINFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO
WARRANTIES BY COURI FOR NON-COURI BRANDED PRODUCTS, SERVICE OR SOFTWARE
PRODUCTS. ALL SUCH PRODUCTS ARE PROVIDED BY COURI "AS IS". NO REVISION
IN LIMITED WARRANTIES WILL AFFECT PRODUCTS ALREADY ORDERED BY YOU.
8.
Additional Remedies & Responsibilities. COURI RESERVES THE RIGHT TO
DISCONTINUE OR OTHERWISE VOID ANY WARRANTY, SERVICE, MAINTENANCE OR
SUPPORT IT OFFERS IN WHOLE OR IN PART. COURI MAY REQUEST CANCELLATION OF
THIRD PARTY-BRANDED SOFTWARE LICENSES, SERVICES, MAINTENANCE OR SUPPORT
IF COURI DOES NOT RECEIVE PAYMENT. IF YOU PURCHASE THIRD PARTY-BRANDED
PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT ADDITIONAL THIRD PARTY TERMS
AND CONDITIONS MAY APPLY. YOU SHALL BE SOLELY RESPONSIBLE FOR ALL
REPRESENTATIONS OR OMISSIONS YOU MAKE TO YOUR CUSTOMERS INCLUDING BUT
NOT LIMITED TO ANY REPRESENTATION OR OMISSION YOU MAKE. YOU WILL INFORM
YOUR CUSTOMERS OF COURI'S RIGHTS AND YOUR OBLIGATIONS UNDER THIS
AGREEMENT.
9.
Software. All software is provided subject to the license agreement
that is provided with the Product. You agree that you and your customers
will be bound by such license agreement.
10.
No Returns. Couri's return policies including but not limited to
Couri's "Return Policies" do not apply to your purchase of Product or to
your customers.
11.
Products. Couri's policy is one of on-going Product update and
revision. Couri may revise and discontinue Products at any time without
notice to you. Couri will ship Products that have the functionality and
performance of the Products ordered, but changes between what is shipped
and what is described in a specification sheet or catalog are possible.
The parts and assemblies used in building Products and spare parts are
selected from new, equivalent-to-new or reconditioned parts and
assemblies.
12.
Limitation of Liability.
COURI DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN,
INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCTS NOT BEING
AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, LOST
PROFITS, LOSS OF BUSINESS, YOUR BREACH OF THIS AGREEMENT OR THE
PROVISION OF SERVICES AND SUPPORT. COURI WILL NOT BE LIABLE FOR ANY
CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY
EXCEPT AS EXPRESSLY PROVIDED HEREIN. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT OR ON OUR WEB SITE TO THE CONTRARY, COURI IS NOT RESPONSIBLE
FOR INFORMATION YOU PROVIDE TO US UNLESS YOU HAVE A SEPARATE WRITTEN
AGREEMENT OTHERWISE. YOU AGREE THAT FOR ANY LIABILITY ARISING FROM OR
RELATED TO THE PURCHASE OF ANY PRODUCTS, COURI IS NOT LIABLE OR
RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT
INVOICED BY COURI FOR THE RESPECTIVE PRODUCTS. NOTWITHSTANDING ANYTHING
IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS
AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL
PURPOSE.
13.
Service and Support.
Service offerings may vary from product to product. In addition to these
terms and conditions, Couri and/or your third-party service provider may
provide such service and support to you in the United States in
accordance with the terms and conditions located at
http://www.digimajig.com/service_contracts.htm
or as otherwise delivered to you. Couri and/or your third-party service
provider may at their discretion, revise their general and optional
service and support programs and the terms and conditions that govern
them without prior notice to you. COURI HAS NO OBLIGATION TO PROVIDE
SERVICE OR SUPPORT TO YOU OR YOUR CUSTOMERS UNTIL COURI HAS RECEIVED
FULL PAYMENT FOR THE PRODUCT OR SERVICES/SUPPORT CONTRACT THAT YOU
PURCHASED. Couri is not obligated to provide third-party branded service
or support, or service or support for any product or services that you
purchased through a third-party and not Couri. It is your responsibility
to backup all existing data, software, and programs before receiving
service or support (including telephone support). Couri and/or your
third-party service provider will have no liability for loss or recovery
of data, programs or loss of use of system(s) arising out of the
services or support or any act or omission, including negligence, by
Couri or your-third-party service provider. Couri and/or your
third-party service provider is not permitted by law to copy pirated or
copyrighted materials or to copy or handle illegal data. Prior to Couri
and/or your third-party service provider providing service or support,
you represent that your system(s) does not contain illegal files or
data. You also represent that you own the copyright or have a
license to make copies to all files on your system
and do not have any data that would cause Couri to be liable for
copyright infringement if those files were copied by Couri and/or your
third-party service provider. To transfer service, contact Couri's
customer service or go to
http://www.digimajig.com/Transfer_of_Ownership.htm.
14.
YOUR INDEMNITY TO
COURI. To
the fullest extend permitted by law, you will indemnify, defend and hold
Couri, including Couri's partners, officers, directors, agents,
employees, subsidiaries, affiliates, parents, successors and assigns,
harmless from any claim, demand, cause of action, debt or liability
(including reasonable attorneys fees, expenses and court costs) arising
from: (a) your modification(s) of and/or addition(s) to Product(s); (b)
your breach of this Agreement, (c) your omissions, misrepresentations,
or negligence, and (d) the Products sold by you damage a third party to
the extent such claim is based on (i) your modification of and/or
addition to the Products, misuse or abuse of the Products, negligence or
breach of any provision in this Agreement; (ii) your failure to abide by
all applicable laws, rules, regulations and orders that affect the
Products; (iii) your omission, misrepresentation, or negligence, or (iv)
you or your end-users cause intentional harm to any person or property.
Indemnified claims, debts and liabilities include the amount of any
discount in price or concession that is made available by Couri to you.
15.
Dispute Resolution.
The parties will attempt to resolve any claim, or dispute or controversy
(whether in contract, tort or otherwise) against Couri, its agents,
employees, successors, assigns or affiliates (collectively for purposes
of this paragraph, "Couri") arising out of or relating to this
Agreement, Couri's advertising, or any related purchase (a "Dispute")
through face to face negotiation with persons fully authorized to
resolve the Dispute or through mediation utilizing a mutually agreeable
mediator, rather than through litigation. If the parties are unable to
resolve the Dispute through negotiation or mediation within a reasonable
time after written notice from one party to the other that a Dispute
exists, the Dispute will be settled by binding arbitration in accordance
with the then current CPR Rules for Non-Administered Arbitration. The
Arbitration will be conducted before three (3) independent and impartial
arbitrators. Couri will appoint one (1) arbitrator and the other party
or parties will appoint one (1) arbitrator. The two (2) appointed
arbitrators will then select a third arbitrator, who shall be the
presiding arbitrator. The arbitration hearing shall take place in
Westminster, Maryland and will be governed by the United States Federal
Arbitration Act to the exclusion of any inconsistent state laws. The
arbitrators shall base their award on the terms of this Agreement, and
will follow the law and judicial precedents that a United States
District Judge sitting in the Western District of Maryland would apply to
the Dispute. The arbitrators shall render their award in writing and
will include the findings of fact and conclusion of law upon which their
award is based. Judgment upon the arbitration award may be entered by
any court of competent jurisdiction. The existence or results of any
negotiation, mediation or arbitration will be treated as confidential.
Notwithstanding the foregoing, either party will have the right to
obtain from a court of competent jurisdiction a temporary restraining
order, preliminary injunction or other equitable relief to preserve the
status quo or prevent irreparable harm, although the merits of the
underlying Dispute will be resolved in accordance with this paragraph.
16.
Independent
Contractors.
No provision of this Agreement will or shall be deemed to create a
partnership, joint venture or other combination between Couri and you.
You and Couri are independent contractors. Neither party will make any
warranties or representations or assume any obligations on the other
party's behalf. Neither party is nor will claim to be a legal
representative, partner, franchisee, agent or employee of the other
party. Each party is responsible for the amounts it incurs arising from
this Agreement and for the direction and compensation, and is liable for
the actions of, its employees and subcontractors.
17.
Governing Law. THE
PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM,
DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER
PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND
EQUITABLE CLAIMS) BETWEEN CUSTOMER AND COURI arising from or relating to
this agreement, its interpretation, or the breach, termination or
validity thereof, the relationships which result from this agreement,
Couri's advertising, or any related purchase SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
18.
Export. You acknowledge that the purchased
goods licensed or sold under this Agreement, and the transaction
contemplated by this Agreement, which may include technology and
software, are subject to the customs and export control laws and
regulations of the United States ("U.S.") and may also be subject to the
customs and export laws and regulations of the country in which the
products are manufactured and/or received. You acknowledge that it is
your sole responsibility to comply with and abide by those laws and
regulations. Further, under U.S. law, the goods shipped pursuant to this
Agreement may not be sold, leased or otherwise transferred to restricted
countries or utilized by restricted end-users or an end-user engaged in
activities related to weapons of mass destruction, including without
limitation, activities related to the design, development, production or
use of nuclear weapons, materials, or facilities, missiles or the
support of missile projects, and chemical or biological weapons. You
agree not to provide any written regulatory certifications or
notifications on behalf of Couri. Couri has not tested Products for use
in high-risk activities including but not limited to any life
sustaining, chemical, or mission critical use. COURI WILL NOT HAVE ANY
LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF THE PRODUCTS IN ANY
HIGH RISK ACTIVITY, INCLUDING, BUT NOT LIMITED TO, THE OPERATION OF
NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR
TRAFFIC CONTROL, MEDICAL SYSTEMS, LIFE SUPPORT, OR WEAPONS SYSTEMS.
19.
Headings. The section headings used herein are for convenience of
reference only and do not form a part of these terms and conditions, and
no construction or inference shall be derived there from. If any
provision of this Agreement is void or unenforceable, the remainder of
this Agreement will remain in full force and will not be terminated.
Neither party will be liable for any delays resulting from circumstances
or causes beyond the party's reasonable control.
(REV 09/18/07) |
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