TERMS OF USE

 

Last updated February 7, 2024

 

AGREEMENT TO OUR TERMS OF USE

 

We are OOSMASH ("Company," "we," "us," "our"). These Terms of Use are entered into by and between you and the Company. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of https://oosmash.com (the "Website"), including any content, functionality, and services offered on or through the Website,  the OOsmash mobile application(s), as well as any related products and services that refer or link to these terms, whether as a guest or a registered user, (collectively, “OOsmash Services”).

 

Please read the Terms of Use carefully before you start to use OOsmash Services. By using OOsmash Services, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use Oosmash Services.

 

Oosmash Services are offered and available to users who are 13 years of age or older. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by their parent or guardian to use OOsmash Services. If you are a minor, you must have your parent or guardian read and agree to these Legal Terms prior to you using OOsmash Services. By using OOsmash Services, you represent and warrant that you are of legal age to form a binding contract with the Company. If you do not meet these requirements, you must not access or use Oosmash Services.

 

You can contact us by email at contact@oosmash.com or by mail to OOsmash 16358 Angora Lane, Macomb, MI  48044 USA.

 

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of OOsmash Services thereafter. Your continued use of OOsmash Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

 

We recommend that you print a copy of these Terms of Use for your records.

 

1. OUR WEBSITE

The information provided when using OOsmash Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access OOsmash Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

 

2. INTELLECTUAL PROPERTY RIGHTS

We own, or are a licensee, of all intellectual property rights in OOsmash Services, and products and services advertised and sold via OOsmash Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics, as well as the trademarks, service marks, and logos contained therein.

 

OOsmash Services content, products, and services are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. Unauthorized use of OOsmash Services content, products, services, copyrighted works, trademarks, trade name, and other intellectual property rights is strictly prohibited.

 

These Terms of Use permit you to use OOsmash Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on OOsmash Services, except as follows:

·    Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

·    You may store files that are automatically cached by your Web browser for display enhancement purposes.

·    You may print or download one copy of a reasonable number of pages of OOsmash Services for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

·    If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

·    If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of OOsmash Services or any services or materials available through OOsmash Services.

If you wish to make any use of material on OOsmash Services other than that set out in this section, please address your request to: contact@oosmash.com 

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of OOsmash Services in breach of the Terms of Use, your right to use OOsmash Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to OOsmash Services or any content on OOsmash Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of OOsmash Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

 

COPYRIGHT INFRINGEMENT (Digital Millennium Copyright Act “DMCA”)

DMCA Notice. If You believe that Your work has been copied in a way that constitutes copyright infringement, please send written notification to our Designated Agent. Your written notification must include the following:

• An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;

• A description of the copyrighted work that You claim has been infringed;

• A description of the material You claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

• Your address, telephone number, and e-mail address;

• A statement by You that You have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

• A statement by You made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.

DMCA Counter-Notices. If You believe that material You contributed to the Site has been improperly removed and You wish to make a counter-notification under the DMCA, You must provide written notification to our Designated Agent that includes substantially the following:

• Your physical or electronic signature.

• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

• A statement under penalty of perjury that You have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

• Your name, address, and telephone number, and a statement that You consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if Your address is outside of the United States, for any judicial district in which the Company may be found, and that You will accept service of process from the person who provided notification of claimed infringement, or an agent of such person.

Send notices and counter-notices to the Company’s DMCA Agent. DMCA notices and counter-notices must be provided in writing to:

DMCA NOTICE

OOSmash LLC

16358 Angora Lane

Macomb, MI 48044 USA

With an electronic copy to: contact@oosmash.com

Under the US Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing or that the material or activity was removed by mistake may be subject to liability.

In addition to being contrary to copyright law, illegal use of copyrighted materials is also a violation of these Terms of Use. We may take steps to protect our interests, and protect the rights of copyright owners, independently from any action required under copyright law.

 

3. USER REPRESENTATIONS

By using OOsmash Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use ;  (4) you will not access OOsmash Services through automated or non-human means, whether through a bot, script or otherwise; (5) you will not use OOsmash Services for any illegal or unauthorized purpose; and (6) your use of OOsmash Services will not violate any applicable law or regulation.

 

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to, immediately and without prior notice to you, suspend or terminate your account and refuse any and all current or future use of OOsmash Services (or any portion thereof).

 

4. USER REGISTRATION AND ACCOUNT SECURITY

We reserve the right to withdraw or amend OOsmash Services, and any service or material we provide on OOsmash Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of OOsmash Services is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of OOsmash Services or the entire OOsmash Services.

You are responsible for both:

·    Making all arrangements necessary for you to have access to OOsmash Services.

·    Ensuring that all persons who access OOsmash Services through your internet connection are aware of these Terms of Use and comply with them.

To access OOsmash Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of OOsmash Services that all the information you provide on OOsmash Services is correct, current, and complete. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

 

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 to ensure that you 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.

 

5. PRODUCTS

We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on OOsmash Services. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.

 

6. PURCHASES AND PAYMENT

We accept the following forms of payment:

 

-  Visa

-  Mastercard

-  American Express

-  Discover

 

You agree to provide current, complete, and accurate purchase and account information for all purchases made via OOsmash Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

 

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

 

We reserve the right to refuse any order placed through OOsmash Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

 

7. RETURN POLICY

Please review our Return Policy posted on the Website prior to making any purchases.

 

8. PROHIBITED ACTIVITIES

You may use OOsmash Services only for lawful purposes and in accordance with these Terms of Use. Merely by way of example, You agree not to use OOsmash Services in the following manner:

• Systematically retrieve data or other content from OOsmash Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

• Circumvent, disable, or otherwise interfere with security-related features of OOsmash Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of OOsmash Services and/or the Content contained therein.

• Disparage, tarnish, or otherwise harm, in our opinion, us and/or OOsmash Services.

• Use any information obtained from OOsmash Services in order to harass, abuse, or harm another person.

• Make improper use of our support services or submit false reports of abuse or misconduct.

• Use OOsmash Services in a manner inconsistent with any applicable laws or regulations.

• Engage in unauthorized framing of or linking to OOsmash Services.

• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of OOsmash Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of OOsmash Services.

• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

• Delete the copyright or other proprietary rights notice from any Content.

• Attempt to impersonate another user or person or use the username of another user.

• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").

• Interfere with, disrupt, or create an undue burden on OOsmash Services or the networks or services connected to OOsmash Services.

• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of OOsmash Services to you.

• Attempt to bypass any measures of OOsmash Services designed to prevent or restrict access to Oosmash Services, or any portion of OOsmash Services.

• Copy or adapt OOsmash Services software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of OOsmash Services.

• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses OOsmash Services, or use or launch any unauthorized script or other software.

• Use a buying agent or purchasing agent to make purchases on OOsmash Services.

• Make any unauthorized use of OOsmash Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

• Use OOsmash Services as part of any effort to compete with us or otherwise use OOsmash Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

• Use OOsmash Services to advertise or offer to sell goods and services.

• Sell or otherwise transfer your profile.

9. USER GENERATED CONTRIBUTIONS

OOsmash Services may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or onOOosmash Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, feedback, reviews, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of OOsmash Services and through third-party websites. 

 

We do not assert any ownership over your Contributions. You agree that we may access, store, process, and use any information and personal data that you provide and your choices (including settings). Subject to the terms of this Agreement, You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on OOsmash Services. You are solely responsible for your Contributions to OOsmash Services and you expressly agree to indemnify us from any and all third party claims, lawsuits, and proceedings, including costs and reasonable attorneys’ fees, arising from the Contributions and to refrain from any legal action against us regarding your Contributions.

 

When you create or make available any Contributions, you thereby represent and warrant that:

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe any third-party rights, including but not limited to the copyright, patent, trademark, trade secret, moral rights, or rights of publicity or privacy.

• The Contributions do not give rise to any third-party tort action, including but not limited to, defamation, false light, or unfair competition.

• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, OOsmash Services, and other users of OOsmash Services to use your Contributions in any manner, and hereby grant OOsmash a fully paid, non-revocable, royalty free, non-exclusive license to the Contributions for any use or purpose in perpetuity, or for the duration of the rights, and throughout the world.

• You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by OOsmash Services and these Terms of Use.

• Your Contributions are not false, inaccurate, or misleading.

• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

• Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

• Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

• Your Contributions do not violate any applicable law, regulation, or rule.

• Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.

• Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

• Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of OOsmash Services in violation of the foregoing violates these Terms of Use and may result in, among other things, the immediate termination or suspension of your rights to use OOsmash Services without prior notice to you.

 

We have the right to:

·    Remove or refuse to post any Contributions for any or no reason in our sole discretion.

·    Take any action with respect to any Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of OOsmash Services or the public, or could create liability for the Company.

·    Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

·    Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of OOsmash Services.

·    Terminate or suspend your access to all or part of OOsmash Services for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through OOmash Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on OOsmash Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

 

10. GUIDELINES FOR REVIEWS

We may provide You with areas on OOsmash Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews.

 

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review.

 

11. MOBILE APPLICATION LICENSE

Use License

If you access OOsmash Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark); (5) use the App for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial email; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.

 

Apple and Android Devices

The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an "App Distributor") to access OOsmash Services: (1) the license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; (4) you represent and warrant that (i) you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a "terrorist supporting" country and (ii) you are not listed on any US government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use , and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

 

12. SOCIAL MEDIA

You may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (1) providing your Third-Party Account login information through Oosmash Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and through OOsmash Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on OOsmash Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through OOsmash Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use OOsmash Services. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. You must not establish a link from any website or Third-Party Account that is not owned by you. You must not cause OOsmash Services or portions of it to be displayed on, or appear to be displayed by, any other cite, for example, framing, deep linking, or in-line linking. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

 

13. WEBSITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Website for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Website in a manner designed to protect our rights and property and to facilitate the proper functioning of the Website.

 

14. PRIVACY POLICY

We care about data privacy and security. By using OOsmash Services, you agree to be bound by our Privacy Policy posted on OOsmash Services, which is incorporated into these Terms of Use. Please be advised OOsmash Services is hosted in the United States. If you access OOsmash Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of OOsmash Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from Oosmash Services as quickly as is reasonably practical.

 

15. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use OOsmash Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE Terms of Use, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF OOSMASH SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE Terms of Use  OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN OOSMASH SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

 

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

 

16. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of OOsmash Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on OOsmash Services. We also reserve the right to modify or discontinue all or part of OOsmash Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of OOsmash Services.

 

We cannot guarantee OOsmash Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to OOsmash Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify OOsmash Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use OOsmash Services during any downtime or discontinuance of OOsmash Services. Nothing in these Terms of Use will be construed to obligate us to maintain and support OOsmash Services or to supply any corrections, updates, or releases in connection therewith.

 

17. GOVERNING LAW

These Terms of Use and your use of OOsmash Services are governed by and construed in accordance with the laws of the State of Michigan applicable to agreements made and to be entirely performed within the State of Michigan, and applicable US federal laws, without regard to its conflict of law principles.

 

18. DISPUTE RESOLUTION

You agree to irrevocably submit all disputes related to these Terms of Use or the legal relationship established by these Terms of Use to the jurisdiction of the state and federal courts of the State of Michigan and expressly consent to such jurisdiction. OOsmash shall also maintain the right to bring proceedings as to the substance of the matter in the courts of the country where you reside or, if these Terms of Use are entered into in the course of your trade or profession, the state of your principal place of business.

 

19. CORRECTIONS

There may be information on OOsmash Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on Oosmash Services at any time, without prior notice.

 

20. DISCLAIMER

OOSMASH SERVICES IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF OOSMASH SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH OOSMASH SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF OOSMASH SERVICES CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO OOSMASH SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OOSMASH SERVICES , (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OOSMASH SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OOSMASH SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA OOSMASH SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OOSMASH SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

21. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF OOSMASH SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

22. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of OOsmash Services; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of OOsmash Services with whom you connected via OOsmash Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

 

23. USER DATA

We will maintain certain data that you transmit to OOsmash Services for the purpose of managing the performance of OOsmash Services, as well as data relating to your use of OOsmash Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using OOsmash Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

 

24. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting OOsmash Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on OOsmash Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA OOSMASH SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

 

25. MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on OOsmash Services or in respect to OOsmash Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of OOsmash Services. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms of Use.

 

26. CONTACT US

contact@oosmash.com

 

 

 

Website Privacy and Cookies Policy

OOSmash LLC ("Company" or "We") respect your privacy and are committed to protecting it through our compliance with this policy. This policy describes the types of information we may collect from you or that you may provide when you visit the website https://oosmash.com (our "Website") and our practices for collecting, using, maintaining, protecting, and disclosing that information.

 

This policy applies to information we collect:

·    On our Website.

·    In email, text, and other electronic messages between you and our Website.

·    Through mobile and desktop applications you download from our Website and third-party mobile application stores, which provide dedicated non-browser-based interaction between you and our Website. When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.

It does not apply to information collected by:

·    Us offline or through any other means, including on any other website operated by Company or any third party[ (including our affiliates and subsidiaries)]; or

·    Any third party [(including our affiliates and subsidiaries)], including through any application or content (including advertising) that may link to or be accessible from or through the Website.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Website. By accessing or using this Website, you agree to this privacy policy. This policy may change from time to time. Your continued use of this Website after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.

Our Website is not intended for children under 13 years of age. No one under age 13 may provide any personal information to or on the Website. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this Website, register on the Website, make any purchases through the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at contact@oosmash.com

We collect several types of information from and about users of our Website, including information:

·    By which you may be personally identified, such as name, postal address, email address, telephone number, and birth date ("personal information");

·    About your internet connection, the equipment you use to access our Website, and usage details.

We collect this information:

·    Directly from you when you provide it to us.

·    Automatically as you navigate through the site. Information collected automatically may include usage details, IP addresses, and information collected through cookies, and other tracking technologies.

·    From third parties, for example, our business partners.

 

The information we collect on or through our Website may include:

·    Information that you provide by filling in forms on our Website. This includes information provided at the time of registering to use our Website, subscribing to our service, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and] when you report a problem with our Website.

·    Records and copies of your correspondence (including email addresses), if you contact us.

·    Your responses to surveys that we might ask you to complete for research purposes.

·    Details of transactions you carry out through our Website and of the fulfillment of your orders. You may be required to provide financial information before placing an order through our Website.

·    Your search queries on the Website.

You also may provide information to be published or displayed (hereinafter, "posted") on public areas of the Website, or transmitted to other users of the Website or third parties (collectively, "User Contributions"). Your User Contributions are posted on and transmitted to others at your own risk. Although please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of the Website with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

 

As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:

·    Details of your visits to our Website, including traffic data, location data, logs, and other communication data and the resources that you access and use on the Website.

·    Information about your computer and internet connection, including your IP address, operating system, and browser type.

We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking).

The information we collect automatically may include personal information, or we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Website and to deliver a better and more personalized service, including by enabling us to:

·    Estimate our audience size and usage patterns.

·    Store information about your preferences, allowing us to customize our Website according to your individual interests.

·    Speed up your searches.

·    Recognize you when you return to our Website.

 

The technologies we use for this automatic data collection may include Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting, you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website.

 

Some content or applications, including advertisements, on the Website may be served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies or other tracking technologies to collect information about you when you use our website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly.

 

We use information that we collect about you or that you provide to us, including any personal information:

·    To present our Website and its contents to you.

·    To provide you with information, products, or services that you request from us.

·    To fulfill any other purpose for which you provide it.

·    To provide you with notices about your account/subscription, including expiration and renewal notices.

·    To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.

·    To notify you about changes to our Website or any products or services we offer or provide though it.

·    To allow you to participate in interactive features on our Website.

·    In any other way we may describe when you provide the information.

·    For any other purpose with your consent.

We may also use your information to contact you about our own and third-parties' goods and services that may be of interest to you. If you do not want us to use your information in this way, please adjust your user preferences in your account profile.

We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

 

We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.

We may disclose personal information that we collect or you provide as described in this privacy policy:

·    To our subsidiaries and affiliates.

·    To contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.

·    To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of OOSmash LLC's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by OOSmash LLC about our Website users is among the assets transferred.

·    To third parties to market their products or services to you if you have not opted out of these disclosures.

·    To fulfill the purpose for which you provide it. For example, if you give us an email address to use the "email a friend" feature of our Website, we will transmit the contents of that email and your email address to the recipients.

·    For any other purpose disclosed by us when you provide the information.

·    With your consent.

We may also disclose your personal information:

·    To comply with any court order, law, or legal process, including to respond to any government or regulatory request.

·    To enforce or apply our terms of use or terms of sale and other agreements, including for billing and collection purposes.

·    If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of OOSmash LLC, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

 

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

·    Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly.

·    Disclosure of Your Information for Third-Party Advertising. If you do not want us to share your personal information with unaffiliated or non-agent third parties for promotional purposes, you can opt-out by checking the relevant box located on the form on which we collect your data. You can also always opt-out by logging into the Website and adjusting your user preferences in your account profile.

·    Promotional Offers from the Company. If you do not wish to have your email address/contact information used by the Company to promote our own or third parties' products or services, you can opt-out by checking the relevant box located on the form on which we collect your data or at any other time by logging into the Website and adjusting your user preferences in your account profile by checking or unchecking the relevant boxes. If we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions. This opt-out does not apply to information provided to the Company as a result of a product purchase, warranty registration, product service experience or other transactions.

We do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative ("NAI") on the NAI's website. Opens in a new window.

 

You can review and change your personal information by logging into the Website and visiting your account profile page.

You may also send us an email at contact@oosmash.com to request access to, correct, or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

If you delete your User Contributions from the Website, copies of your User Contributions may remain viewable in cached and archived pages, or might have been copied or stored by other Website users. Proper access and use of information provided on the Website, including User Contributions, is governed by our terms of use https://www.oosmash.com/pages/terms-and-conditions.

 

State consumer privacy laws may provide their residents with additional rights regarding our use of their personal information.

 

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. All information you provide to us is stored on our secure servers behind firewalls. Any payment transactions will be encrypted using SSL technology.

The safety and security of your information also depend on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the Website like message boards. The information you share in public areas may be viewed by any user of the Website.

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.

 

To ask questions or comment about this privacy policy and our privacy practices, contact us at:

contact@oosmash.com

 

 

Terms and Conditions of Sale

ALL TRANSACTIONS ARE GOVERNED BY THESE TERMS AND CONDITIONS OF SALE. ANY PROPOSAL THAT INCLUDES DIFFERENT OR ADDITIONAL TERMS THAT VARY FROM OOSmash LLC (“SELLER”) TERMS AND CONDITIONS OF SALE ARE OBJECTED TO AND DISALLOWED. NOTWITHSTANDING THE FOREGOING, ANY SUCH COUNTERPROPOSALS BY BUYER SHALL NOT OPERATE AS A REJECTION OF THE CONTRACT OF SALE, BUT AS A REJECTION OF THE ADDITIONAL OR DIFFERENT TERM(S)

1.  Formation of Contract. An order is deemed by Seller to be an offer to purchase, which Seller may accept or reject in its sole discretion. Seller’s acceptance of an offer to purchase is binding on Seller only if made by written instrument or, if not by written instrument, by shipment of the products ordered (and acceptance by shipment shall only be binding as to the portion of the order actually shipped by Seller). Any automatic or computer-generated response to an order by Seller’s internal electronic data exchange system or otherwise shall not be deemed acceptance of an order. Seller’s acceptance is subject to Seller’s Terms and Conditions of Sale stated herein.

2.  Credit. Seller may, but shall not be obligated to, grant credit terms to Buyer. Acceptance of any order is subject to final credit approval by Seller. Seller reserves the right to cancel any sale if Seller deems Buyer unable to pay for any products. Seller reserves the right, in its sole discretion and without prior notice, to deny, change or limit the amount or duration of credit to be allowed Buyer, either generally or with respect to a particular purchase order, and may require cash payments in advance or security satisfactory to Seller.

3.  Cost of Delivery, Taxes and Other Charges. Buyer shall pay the costs of delivery of the products. Buyer shall pay all sales, use, excise or similar taxes, or other charges, which Seller is required to pay, or to collect and remit, to any Government (national, state or local) and which are imposed on or measured by the sale.

4.  Transfer of Property and Risk of Loss. Seller retains the right and title to the products sold to Buyer until Seller is paid in full for the products. Buyer shall obtain the right and title to the products upon payment to Seller of the purchase price and any taxes, excise or other charges. The risk of loss, including, but not limited to the risk of loss, theft, damage or destruction of the products, transfers to Buyer.

5.  No Set-Off. Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Seller shall be made without Seller’s prior, express written approval.

6.  Intellectual Property. Seller reserves the right to discontinue deliveries of any products, the manufacture, sale or use of which would, in Seller’s opinion, infringe upon any U.S. patent, trademark, copyright, or design now or hereinafter issued, registered, or existing and under which Seller is not licensed.

7.  Disclaimer of Warranties. THE WARRANTIES SET FORTH HEREIN OR IN SELLER’S WARRANTY DOCUMENTS WITH RESPECT TO A PRODUCT ARE THE ONLY WARRANTIES MADE BY SELLER IN CONNECTION WITH THE PRODUCTS AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF THIS SALE. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO BUYER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY THE SELLER IN WRITING. SELLER’S SOLE OBLIGATION FOR A REMEDY TO BUYER SHALL BE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES.

8.  Limitation of Liability. No claim by Buyer of any kind including, but not limited to, claims for indemnification, whether as to quality or amount of product delivered or non-delivery, shall be greater in amount then the purchase price for the products in respect of which damages are claimed. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.

9.  Inspection. Buyer shall inspect the products promptly upon receipt for non-conformity (including but not limited to non-conformity for quantity, quality, and/or defects). Failure by Buyer to provide Seller with written notice of a claim within 30 days from the date of delivery or, in the case of non-delivery, from the date fixed for delivery, shall constitute a waiver by Buyer of all claims with respect to such products.

10.   Excuses for Non-Performance. If the manufacture, transfer or receipt by either party of any products covered hereby is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the party so affected, such party shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference, and neither party shall be liable to the other for default or delay in performing, except with respect to Buyer’s payment obligations.

11.   Seller’s Rights. If Buyer should fail in any manner to fulfill the terms and conditions hereof, Seller may defer further shipments until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Seller. If for any reason, the quantities of the products covered hereby or of any materials used in the production of the products reasonably available to Seller shall be less than Seller total needs for its own use and for sale, Seller may allocate its available supply of products among its existing or prospective purchasers and/or its own departments, divisions and affiliates in such manner Seller deems proper in Seller’s sole discretion, without thereby incurring liability on account of the method of allocation determined or its implementation or for failure to perform this Agreement.

12.   Governing Law. This Agreement shall be construed, and the respective rights and duties of Buyer and Seller shall be determined, according to the laws of the State of Michigan, and applicable US federal laws, without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

13.   Dispute Resolution. Any dispute, controversy or claim arising out of or related in any way to these Terms and Conditions of Sale and/or any sale and purchase of products hereunder or any transaction contemplated hereby which cannot be amicably resolved by the parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of three (3) arbitrators sitting in Michigan. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of Michigan. The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award incidental damages, consequential damages, indirect damages, statutory damages, special damages, exemplary damages, punitive damages or specific performance. Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to these Terms and Conditions of Sale.

14.   No Assignment. This contract between Buyer and Seller is not transferable by either party without the prior written consent of the other party, except that Seller may assign this Agreement without Buyer’s consent if the assignment is to a to an affiliate or if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of Seller’s assets.

15.   Compliance with Laws; Export Laws. Buyer and Seller shall comply with all applicable international, national, state, regional and local laws and regulations with respect to their performance of this Agreement. Buyer agrees to adhere to all applicable US Export laws and regulations with respect to the products.

16.   Miscellaneous. These Seller’s Terms and Conditions of Sale are the sole and exclusive statement of the parties’ understanding and agreement with respect to the transactions contemplated by this sale, notwithstanding any other terms that might be contained in any purchase order or other document received from Buyer or submitted to Seller. These Terms and Conditions of Sale constitute the entire agreement between the parties regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both parties. No waiver by Seller of any of Seller’s Terms and Conditions of Sale or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of these Seller’s Terms and Conditions of Sale. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The paragraph headings are for convenience only and shall not be used in interpreting or construing these Seller’s Terms and Conditions of Sale.