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Kodaris Marketplace, Inc.

Terms of Use and Conditions of Sale

Effective Date: June 1, 2020

Kodaris Marketplace, Inc. ("Kodaris," "we," "us" or "our") provides access to various products (collectively, “Products”) through the Kodaris online marketplace, procurement, electronic invoicing and payment platform (the "Platform") to you (“you” or “your”), subject to the following Terms of Use and Conditions of Sale (collectively, the “Terms and Conditions”), which may be revised and updated by us from time to time, with or without notice to you.

Please read these Terms and Conditions carefully upon first using the Platform and refer to these Terms and Conditions periodically to make sure that you are aware of the most current terms and conditions. All changes to these Terms and Conditions are effective immediately once posted and apply to all access and use of the Platform from that point forward, including the order and purchase of any Products after that time, whether or not you are notified individually of such changes.

By accessing or using the Platform, you accept and agree to be bound by: 1) these Terms and Conditions, including the binding arbitration clause, and 2) our privacy policy, found at https://www.kodaris.com/content/privacyPolicy_2 (the “Privacy Policy”), which is incorporated by this reference. By ordering Products through the Platform or by any other method offered by Kodaris, you agree on your behalf personally and on behalf of any entity for which you are an agent, or which you appear to represent, to these Terms and Conditions.

If you have a question about these Terms and Conditions or just want to reach out, please email us at support@kodaris.com.

Terms of Use

Access to and use of the Platform

Businesses seeking to procure Products will be required to register for an account in order to submit orders to Kodaris. During the registration process, you will be required to provide evidence of your affiliation with a legitimate business. Individuals without a legitimate business affiliation or individuals whose affiliation cannot be substantiated will not be permitted to register for an account.

By providing the information necessary to register for an account, you represent and warrant that: (i) you are procuring Products on behalf of a legitimate business, (ii) that you are duly authorized to act for and to enter into contracts on behalf of such business; and (iii) that all of the information provided is correct, current and complete. You agree that all information that you provide is governed by the Privacy Policy, and you consent to all actions we take with respect to your information consistent with the Privacy Policy.

Security of your Account

You must treat as confidential any login information you choose, or that is provided to you, in connection with your access to and use of the Platform and not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your username, password or other security information.

You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree that you will exit from your account at the end of each session.

You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We retain the right to monitor and disable any username, password or other identifier at any time if we believe you have violated any provisions of these Terms of Use.

Intellectual Property

Subject to your compliance with these Terms of Use, we grant you a personal, non-transferable, non-exclusive, revocable, limited license to access and use the Platform solely as permitted by these Terms of Use. We reserve all rights not expressly granted to you herein.

Unless we have otherwise agreed with you in writing, you may only use the Platform for internal business purposes. In any event, all use of the Platform must be lawful, and you agree to notify us if you learn of any misuse.

All licenses granted herein are subject to the following restrictions: (i) you may not license, sell, transfer, assign, distribute, host or otherwise commercially exploit the Platform; (ii) you may not modify, prepare derivative works of, disassemble, decompile or reverse engineer any part of the Platform, including any content or Product information made available through the Platform; (iii) you may not circumvent (or attempt to circumvent) any limitations or securities procedures that we use; and (iv) you may not use the Platform to violate any law, or to interfere with or infringe our rights, or the rights of any other person or entity.

You may not use any of the marks or logos appearing throughout the Platform without express written consent from the trademark owner, except as permitted by applicable law.

You may not use any robot, scraper, spider or other automated means to access or gather information from the Platform, or mirror, co-brand or frame any portion of the Platform on any other website or web page. You may not publicly display any content from the Platform on or in connection with any other website or application. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute any content, Products or the Platform or any information related to the foregoing.

We may prohibit or limit your use of the Platform at any time at our discretion. We will not be liable if, for any reason, all or any part of the Platform is unavailable for any period.

Indemnification

You agree to defend, indemnify and hold harmless Kodaris, our affiliates, licensors and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, successors and assigns (the “Kodaris Entities”) from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to: (i) your violation of these Terms of Use; (ii) your use of the Platform; or (iii) your violation of any applicable laws or regulations. We hereby reserve the right to control the defense of any such claims or proceedings for which you are required to indemnify us, and you agree to cooperate with such defense.

Disclaimer of Warranties

KODARIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PLATFORM OR ANY PRODUCTS OR CONTENT PROVIDED THEREIN, AND KODARIS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH REGARD TO THE PLATFORM, PRODUCTS AND CONTENT PROVIDED THEREIN. KODARIS DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. KODARIS DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY CONTENT PROVIDED THROUGH THE PLATFORM, OR THAT ANY ERRORS IN SUCH CONTENT WILL BE CORRECTED. THE PLATFORM AND ANY CONTENT PROVIDED THEREIN ARE PROVIDED “AS-IS” AND ON AN “AS-AVAILABLE” BASIS.

KODARIS IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE PLATFORM. KODARIS IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE PLATFORM BY ANY THIRD PARTY. ADVICE RECEIVED VIA THE PLATFORM SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES. AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

See the Conditions of Sale for all other warranty information related to Products.

Third-Party Content

You acknowledge that the Platform may contain links to third-party websites, resources, products (including Products) or services, which may be posted by advertisers, our affiliates, our partners, manufacturers, suppliers, resellers or vendors (“Third-Party Content”). You also acknowledge that the Platform may contain sponsored Third-Party Content or advertisements and that we may place advertisements in connection with the display of any content or information about the Products or the Platform. WE DO NOT CONTROL THIRD-PARTY CONTENT AND ACCEPT NO RESPONSIBILITY FOR SUCH CONTENT, OR FOR ANY LOSS OR DAMAGE THAT MAY ARISE FROM YOUR ACCESS TO OR USE OF SUCH CONTENT. If you decide to access or use any Third-Party Content, you do so entirely at your own risk and subject to the terms and conditions of use for such content.

Geographic Limitations on Use

Not all Products offered by Kodaris are available to all persons or in all geographic locations. Kodaris reserves the right to limit the provision of Products to any person, geographic area or jurisdiction and to limit the quantities of any Products that it provides. You agree to comply with all applicable laws and local rules regarding the transmission of technical data, acceptable content and online conduct.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR OTHERWISE, WILL THE KODARIS ENTITIES BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE PLATFORM, INCLUDING THOSE ARISING FROM OR RELATING TO ANY CONTENT THAT IS ALLEGED TO BE DEFAMATORY, OFFENSIVE OR ILLEGAL.

ACCESS TO, AND USE OF, THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE KODARIS ENTITIES EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF THIS SECTION WILL APPLY TO ANY THEORY OF LIABILITY, INCLUDING THOSE BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF THE KODARIS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF ANY REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

IF YOU ARE DISSATISFIED WITH THE PLATFORM, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM.

Any cause of action against Kodaris with respect to the Platform must be instituted within one (1) year from the date on which the claim arose.

See the Conditions of Sale for all other limitations of liability information related to Products.

Governing Law and Arbitration

Any dispute, claim or controversy arising from or relating to these Terms of Use or your use of the Platform, including disputes arising from or concerning the interpretation, violation, invalidity, nonperformance or termination, shall be settled by arbitration administered under the Rules of Arbitration provided by the American Arbitration Association applying Georgia law. The place of arbitration shall be Atlanta, Georgia. Any such dispute, claim or controversy shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any dispute or claim of any other party. By using the Platform, you hereby waive all rights to trial in any action or proceeding instituted in connection with these Terms of Use or the Platform.

Miscellaneous Terms

These Terms of Use constitute the entire agreement of the parties with respect to your access to and use of the Platform. No waiver by Kodaris of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms of Use are determined by a court of competent jurisdiction or arbitrator with jurisdiction over a dispute to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect, and such court or arbitrator shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by you by operation of law, merger or otherwise, without the prior written consent of Kodaris. These Terms of Use and the subject matter that they cover, including without limitation the Platform, do not create any joint venture, partnership, employment, or agency relationship between you and Kodaris. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns. All feedback, comments, requests for technical support and other communications relating to the Platform should be directed to: support@kodaris.com.

Conditions of Sale; Purchase of Products

All orders placed with Kodaris, including any orders of Products to be shipped directly from one of our partners, suppliers, manufacturers, resellers or vendors (each a “Vendor”) are subject to these Conditions of Sale. Any purported change or inconsistent terms or conditions submitted by you in any additional documentation are hereby expressly rejected.

Orders

When you place an order, we may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing your order. You agree that your order is an offer to buy, under these Conditions of Sale, the Products listed in your order. We may, in our discretion, choose to accept your order by processing your payment and shipping the Product, or may, for any reason, decline to accept your order or any part of your order in our sole discretion. If we decline to accept your order, we will attempt to notify you using the email address or other contact information you have provided with your order or in connection with your account on the Platform. Delivery and/or shipment dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates.

We may limit or cancel quantities available for purchase on any order on any basis, and we may alter the availability or duration of any special offers at any time. We may reject any order, or any part of an order.

You agree that if any Product is offered through the Platform without specifying a brand, manufacturer or Vendor, Kodaris will choose, in its sole discretion, the brand or Vendor for such Product.

When you register for an account on or submit an order through the Platform, you are required to provide a valid email address, which we may use to communicate with you regarding the status of your order, advise you regarding shipment of backordered products, and to provide you with any other notices, disclosures or other communications relating to your order. You agree that Kodaris will not be responsible for any damage you incur, or information you do not receive, as a result of your failure to provide and maintain a valid email address or as a result of any failure of your email system, spam filters or other impediments to your receipt of our communications.

Pricing and Product Information

We make every effort to provide current and accurate information relating to the Products and prices, but we do not guarantee the currency or accuracy of any such information. We rely on the original manufacturer or Vendor authorized by the manufacturer to provide any product warnings related to use of the products and/or chemicals that may be in the products, including, but not limited to safe harbor warnings under California’s Safe Drinking Water and Toxic Enforcement Act (commonly known as Proposition 65) or similar laws. Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to our completion of your order. In the event we discover a material error in the description or availability of a Product that affects your outstanding order with us, or an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the order. If you choose to cancel the order, and your credit card has already been charged for a purchase, we will issue a credit to your credit card in the amount of the charge. All prices are in U.S. dollars. Kodaris is not responsible for pricing, typographical or other errors in any offer by Kodaris and Kodaris reserves the right to cancel any orders arising from such errors.

Payment

Except as otherwise provided on the Platform, we accept payments in the form of ACH, MasterCard, VISA, American Express, Discover, PayPal and prepaid by wire transfer. Payments must be made in U.S. dollars. Accounts unpaid when due shall accrue late charges of one and one-half percent (1.5%) per month or, if lower, the maximum rate allowed by law.

You shall pay to Kodaris all costs incurred by us in collecting on any dishonored check or on any past due amount from you, including all court costs, collection costs, and attorney’s fees. If a check you give us for payment is dishonored for any reason by the bank or other institution on which it is drawn, you agree to pay Kodaris $40.00 as a service charge (if the check cannot be redeposited).

Delivery, Shipping and Related Charges

Delivery will be made F.O.B. origin as determined by Kodaris or Vendor. The time of delivery is the time the Products to be delivered are picked up by a common carrier. Title to the Products shipped hereunder and risk of loss and damage shall pass from Vendor to you upon delivery of the goods to a common carrier F.O.B. Vendor’s facility. Kodaris or Vendor, as applicable, reserves for itself, and you grant to Kodaris or Vendor, a security interest in all Products purchased from Kodaris or Vendor to secure the full payment and performance by you of your liabilities and obligations hereunder. You shall keep the Products in good order and repair until the purchase price has been paid in full and shall promptly pay all taxes and assessments upon the Products or use of the Products.

Any shipment may be made in partial fulfilment of an order. Each shipment will constitute a separate sale and you will be charged for the units shipped, whether such shipment is in whole or partial fulfillment of the quantity purchased.

Except as otherwise provided on the Platform, shipping or freight charges and insurance will be paid by you and indicated as separate charges on the applicable order or invoice. Products may be shipped either from our distribution facility or directly from the Vendor’s warehouse. In the absence of specific shipping instructions, Kodaris or the Vendor will ship by the method it deems most advantageous in standard commercial packaging. You shall bear complete and exclusive responsibility for promptly advising the carrier and insurer of any loss or damage and for filing claims against, and recovering any sums owed by, the carrier or the insurer. If special or export packaging is requested or, in the Kodaris’ or Vendor’s opinion, required under the circumstances, the cost of the same, if not set forth on the order or invoice, will be separately invoiced.

Shipments of excessive weight or size may require additional charges. We will notify you prior to shipment if these conditions exist.

Taxes

Except as otherwise provided on the Platform, prices shown do not include any federal, state or local taxes, or any other taxes or charges imposed by any government authority, including, without limitation, sales, use, excise, value-added or similar taxes. Where applicable, such taxes and charges shall be billed as a separate item and paid by you. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law. We charge sales tax unless you have a valid sales tax exemption certificate on file with us. We will not refund tax amounts collected in the event a valid sales tax certificate is not provided. If you provide a certificate that is not accepted for any reason by any governmental or regulatory authority, and we are required to pay tax on your purchase, you will reimburse and indemnify us for the amount of such tax and any related penalties or other charges, and our reasonable expenses incurred in connection with the payment and collection of such tax. Fax or e-mail your resale certificate and customer number to: [contact information].

Inspection and Notice of Nonconforming Products

You agree to promptly inspect any Products that you receive and notify us immediately if any of the Products are different from those ordered or if the label or packaging incorrectly identifies the Product’s contents. If you do not notify us of any such nonconformities within ten (10) days after receipt, you will be deemed to have accepted the Products.

If you timely notify us of the nonconformities, we will, in our sole discretion, (i) replace such nonconforming Products with conforming Products, or (ii) credit or refund the price for such nonconforming Product. You agree to return, at your own expense, the nonconforming Products to the location we specify.

You acknowledge that this remedy for nonconforming Products is your sole and exclusive remedy for the delivery of nonconforming goods.

Freight Damage

If you receive Products that have been damaged in transit, it is important to keep all shipping containers, packing materials and parts intact. In such an event, please contact us at support@kodaris.com within ten (10) days of receipt to initiate a claim.

Return Policy

In most cases, we will accept Product returns within fourteen (14) days after receipt, subject to these Conditions of Sale, and will replace the Product or refund your money at your option. By returning any Product to Kodaris or the Vendor (as applicable), you represent and warrant that the returned product was purchased through Kodaris, and is not counterfeit or otherwise non-conforming. You acknowledge that we do not accept any counterfeit products, and in the event you send us any counterfeit products you will be liable for all damages related thereto and will indemnify us against any claims and damages related to such counterfeit products. You also agree that Kodaris or the Vendor (as applicable) may test any returned product to determine whether such product is counterfeit, non-conforming, or otherwise violates these Conditions of Sale. In the event Kodaris or the Vendor determines, in its sole discretion, that any returned product is counterfeit, non-conforming, or otherwise violates these Conditions of Sale, Kodaris or the Vendor may (i) report such problem to any applicable governmental or regulatory agency or any other applicable third party; (ii) quarantine such product for further testing or other analysis; and/or (iii) take such other actions as may be required or permitted under applicable law.

Indemnification

You understand and agree that you are personally responsible for your use or inability to use the Products. You agree to defend, indemnify and hold harmless the Kodaris Entities from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including, but not limited to, reasonable attorneys’ fees and any direct, incidental, special, consequential, punitive, exemplary and indirect damages), arising out of or relating to your use, misuse or inability to use the Products, or any violation by you of these Conditions of Sale. We hereby reserve the right to control the defense of any such claims or proceedings for which you are required to indemnify us, and you agree to cooperate with such defense.

Product Support and Warranty

You acknowledge and agree that, except as otherwise provided in the Platform, all transactions are taking place between you and the applicable Product Vendor. Neither Kodaris nor any person or entity associated with Kodaris is offering any warranties or support, or making any representations, with respect to the Products.

ALL PRODUCTS ARE SOLD ON AN “AS-IS,” “WHERE IS,” AND “AS-AVAILABLE” BASIS. Kodaris agrees to transfer to you, at the time of sale, to the extent transferable, the warranties Kodaris receives from the original manufacturers (or Vendors) with respect to the Products sold by Kodaris to you. COPIES OF SUCH MANUFACTURERS’ WARRANTIES ARE AVAILABLE PRIOR TO THE PURCHASE OF PRODUCTS BY CONTACTING KODARIS OR THE MANUFACTURER. NOTWITHSTANDING THE FOREGOING, KODARIS MAY OFFER SPECIALLY ADVERTISED ITEMS WITHOUT ANY MANUFACTURER WARRANTIES OF ANY TYPE, AND SUCH PRODUCTS ARE SOLD ONLY IN LIMITED QUANTITY AND NO BACKORDERS OR RETURNS OF SUCH PRODUCTS ARE AVAILABLE.

EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION, (i) KODARIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, AND (ii) KODARIS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH REGARD TO THE PRODUCTS. The Products may be subject to patent, trademark, copyright, design and other rights of third parties. Kodaris shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. If an order includes software or other intellectual property, such software or other intellectual property is provided by Kodaris to you subject to any and all applicable intellectual property rights of third parties and user licenses. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.

Limitation of Liability

IN NO EVENT SHALL KODARIS OR ITS VENDORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY PRODUCT, EVEN IF KODARIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF KODARIS RELATING IN ANY WAY TO ANY PRODUCT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE. YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE FOR THE PRODUCTS ARE BASED IN PART ON THESE LIMITATIONS, AND YOU FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Some states may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you, but in any event shall apply to the maximum extent allowed by law.

Force Majeure

Kodaris and its Vendors will not be liable for delays in delivery or for failure to perform its or their obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, pandemics, quarantine restrictions and riots or war. Our time for delivery or performance will be extended by the period of such delay or we may, at our option, cancel any order or remaining part thereof, without liability, by giving notice to you.

Governing Law and Arbitration; Limitation on Actions.

The laws of the State of Georgia shall apply to these Conditions of Sale, without regard to any conflict of law provisions. The 1980 United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods shall not apply to these Conditions of Sale. Any controversy or claim arising out of or relating to the Conditions of Sale or your purchase or use of Products (a “Dispute”) shall be settled by arbitration administered under the Rules of Arbitration provided by the American Arbitration Association, and you hereby waive any right you may otherwise have to a jury trial. A single arbitrator shall preside over any arbitration, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. The place of arbitration shall be Atlanta, Georgia. To the fullest extent permitted by applicable law, no arbitration under these Conditions of Sale will be joined to an arbitration involving any other party subject to these Conditions of Sale, whether through class arbitration proceedings or otherwise. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of Georgia. Notwithstanding the foregoing, in lieu of or addition to any other remedies available to us, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any third party’s intellectual property or proprietary rights. You hereby irrevocably consent to exclusive jurisdiction and venue of the state and federal courts of the State of Georgia with respect to any such injunctive or other relief. You further acknowledge that our rights in our intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages. Any Dispute initiated by you must be instituted within one (1) year from the date of purchase or provision of the Product at issue except for a Dispute based on breach of warranty which must be instituted within ninety (90) days of the date the warranty claim is denied under these Conditions of Sale.

Miscellaneous Terms

These Conditions of Sale constitute the entire agreement of the parties with respect to your purchase and use of the Products. No waiver by Kodaris of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Conditions of Sale are determined by a court of competent jurisdiction or arbitrator with jurisdiction over a dispute to be invalid or unenforceable, it will not impact any other provision of these Conditions of Sale, all of which will remain in full force and effect, and such court or arbitrator shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. You agree to comply with all export laws and restrictions and regulations of the Department of Commerce or other United States or foreign agency or authority, and not to export, or allow the export or reexport of any Products, materials or items delivered by Kodaris or the Vendor in violation of any such restrictions, laws or regulations. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by you by operation of law, merger or otherwise, without the prior written consent of Kodaris. These Conditions of Sale and the subject matter that they cover, including without limitation the purchase of Products, do not create any joint venture, partnership, employment, or agency relationship between you and Kodaris. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns. All feedback, comments, requests for technical support and other communications relating to the Products should be directed to: support@kodaris.com.

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