Terms And Conditions

ENTIRE AGREEMENT

Formation of Contract of Sale: AGREEMENT between General Data Co., Inc., 4354 Ferguson Dr., Cincinnati OH. 45245 (GDC) and CUSTOMER whose name appears on this order of products manufactured by or for GDC (GDC Mfg. Products) and/or products supplied by others and distributed by GDC (Distributed Products). Unless otherwise designated, references in this Agreement to products include new and used GDC Mfg. Products and Distributed Products. CUSTOMER and GDC agree that all products acquired from GDC shall be subject to the terms and conditions of this Agreement. Maintenance services and software licenses are not provided for in this Agreement, but are provided by GDC only by separate agreement. If any of the provisions of CUSTOMER’s purchase order or other writings are in addition to or in conflict with the terms and conditions of this acknowledgement, or are ambiguous; those additional, conflicting, or ambiguous terms and conditions are expressly rejected and the terms and conditions of this acknowledgement shall govern. These terms and conditions may not be varied, or CUSTOMER’s order terminated in any manner unless by a written agreement subsequently signed by an officer of GDC. Other representatives of GDC are not authorized to vary the conditions herein set forth. The CUSTOMER agrees to accept product, warranty service, and programming services under the terms and conditions of this Agreement. The CUSTOMER agrees with respect to products, to accept the responsibility of (1) their selection to achieve the CUSTOMER’s intended results, (2) their use, and (3) the results obtained therefrom. The CUSTOMER also has the responsibility for the selection and use of, and results obtained from, any other equipment, programs, or services, acquired outside this Agreement used with the products and programming.

THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT THIS AGREEMENT AND ANY OTHER APPLICABLE GDC AGREEMENTS, AMENDMENTS, MODIFICATIONS, AND EXHIBITS, INCLUDING THOSE EFFECTIVE IN THE FUTURE REFERENCING THIS AGREEMENT OR EXPRESSLY MADE A PART HEREOF, WILL BE THE COMPLETE AND EXCLUSIVE STATEMENTS OF THE AGREEMENT BETWEEN THE PARTIES, SUPERSEDING ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATED TO THE SUBJECT MATTER HEREOF.

AGREEMENT TO PURCHASE

GDC agrees to sell and CUSTOMER agrees to purchase the products set forth on CUSTOMER’s purchase orders or ecommerce order submission, which are accepted by GDC, whether or not such P.O.’s or orders reference this Agreement.

PRICES & PAYMENT

All billings for products and services will be GDC’s then current published list price in effect at the time CUSTOMER’s purchase order is received. Unless otherwise specified or required by law, all prices will be quoted and billed exclusive of federal, state, and local excise, sales and similar taxes. Such taxes, when applicable, will appear as additional items on invoices. If exemption from such taxes is claimed, CUSTOMER MUST PROVIDE A CERTIFICATE OF EXEMPTION AT THE TIME OF PURCHASE ORDER. Payment assurances are required for all orders for non-standard GDC products (whether custom or special ordered) all such orders are non-cancelable. Payment terms are prepaid, COD, or open account. GDC accepts MasterCard, Visa, or American Express for your convenience and have arranged for UPS COD shipments. Purchasing on open account can only commence after receipt of a completed and approved credit application. GDC reserves the right to revoke open account status without notice. Upon approval of credit by GDC, terms of payment are net 30 days from date of invoice. Amounts not paid within 30 days after billing date are subject to a late payment charge at the rate of 1.5% per month; or the maximum amount permitted by law. This late payment charge from previous month(s) shall be added to the balance and the late payment charge will be calculated on the total balance. Each shipment is considered a separate and independent transaction and payment shall be made accordingly. Checks returned unpaid to our bank are subject to a $25 handling fee. Customer with returned checks will forfeit Open Account status and will be served on a C.O.D./Certified or Cashier’s Check basis only until further notice.

PURCHASES MADE BY CREDIT CARD

If a credit card is used for payment, the individual submitting the order certifies that he/she is a duly authorized representative of the named company and/or is an authorized user of the credit card number listed above. Credit card orders will be authorized for payment prior to shipment of product and the cardholder’s account will be settled on the day of shipment. If credit card number supplied is not valid on date of shipment and/or if credit card is used as the payment method seven (7) or more calendar days after shipping date, a convenience fee equal to 3.0% (Visa/MasterCard) or 4% (AMEX) will be added to each transaction. A Security fee of 1% will be added to any international Visa/MasterCard transaction. International cards are defined as any card in which the sponsoring bank is not a domestic United States bank.

A processing fee of 1.5% will be added to all transactions using American Express, regardless of when charged.

TAXES

In addition to purchase price, Customer agrees to pay amounts equal to any taxes, governmental charges or fees resulting from this Agreement or any activities hereunder, exclusive of taxes based on GDC’s net income. CUSTOMER shall bear any personal property taxes after shipment. Freight charges and sales tax amounts presented in checkout are estimated. Final freight charges and sales taxes will be calculated and charged when order ships.

SHIPMENT

All domestic shipments are F.O.B. factory. Title and risk of loss pass to CUSTOMER upon delivery to carrier at shipping point, the carrier acting as CUSTOMER’s agent. GDC will make its best effort to comply with carrier and method request by CUSTOMER, but shipper will select carrier. All freight charges from point of original manufacture are to be paid by CUSTOMER. For non-domestic shipments, if the goods are to be delivered outside the United States, the cost of export packing and all export duties, license and fees will be borne by CUSTOMER. GDC upon request will confirm and amend as necessary, the Estimated Shipment date of each on-order product. Prior to shipment, GDC will make reasonable accommodation to a CUSTOMER-requested delay, and, if CUSTOMER delays delivery more than 30 days, CUSTOMER shall pay a warehouse charge of 1% for the first month thereafter, 2% for the second month thereafter, and 3% for each month thereafter. Failure by CUSTOMER to accept delivery of all products ordered subject to a quantity discount shall entitle GDC to immediately invoice and CUSTOMER agrees to pay, for the products at the then current prices applicable to the quantity actually delivered. For products installed by GDC, acceptance and commencement of warranty shall be when GDC demonstrates the product is installed ready to use. For all other products, acceptance and commencement of the warranty shall be on shipment. Customer should inspect all goods upon receipt. In the event that goods are damaged in shipment, it is the responsibility of the customer to contact the freight carrier, arrange for inspection and submit claim for any damages. All claims for damaged shipments must be submitted to the carrier within 10 days of receipt. As a courtesy, GDC will assist CUSTOMER in the filing of freight claims.

Freight charges presented in checkout are estimated. Final freight charges will be calculated and charged when order ships.

TRANSPORTATION AND RISK OF LOSS

The method and route of shipment are at GDC’s discretion unless CUSTOMER specifies explicit instructions on the order. Title passes to the CUSTOMER for each product when shipped or on the date GDC receives CUSTOMER’s order for its purchase, whichever is later.

SECURITY INTEREST

GDC reserves a purchase money security interest in each product and any proceeds there from until payment in full is received by GDC. CUSTOMER agrees to sign financing statements or other appropriate documents to permit GDC to perfect GDC’s purchase money security interest. In the alternative, GDC may file a copy of this Agreement to perfect GDC’s security interest, in which event information concerning the security interest may be obtained from GDC.

DELIVERIES

GDC will make a reasonable effort to meet the proposed delivery schedule, but shall not be liable for loss or damage resulting from delay in delivery due to causes beyond GDC’s control. Examples of such causes are: acts of God, war, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, fuel facilities, energy, labor or procurement of materials. In the event of any delay caused by such contingency, GDC may defer the delivery date for a period of time lost by reason of such delay. Delivery dates are based upon receipt by GDC of all data, materials, or specifications to be furnished by the purchaser.

CANCELLATION OR MODIFICATION

Any order placed with and accepted by GDC may be canceled by CUSTOMER only upon GDC’s approval in a writing signed by an officer of GDC and upon terms that indemnify GDC against any loss. GDC will not accept order cancellations once a product has been delivered to a carrier, without charging a cancellation fee of twenty-five percent (25%) of order value to recover retrieval costs incurred. GDC will not accept cancellations of special orders of non-standard, non-price list products. GDC may cancel all or any part of this order and discontinue its performance hereunder without liability to CUSTOMER in the event CUSTOMER materially breaches this contract, becomes insolvent, is the subject to bankruptcy protection, or is the subject of a receivership, liquidation, dissolution or similar proceeding.

In the event of any default by CUSTOMER, or the bankruptcy, insolvency, or receivership of CUSTOMER, GDC may decline to make further shipment and/or terminate this Agreement without in any way affecting its right and remedies including, but not limited to, any right to cancellation and/or bill back charges. If GDC continues to make shipments after default by CUSTOMER, GDC’s action shall not constitute a waiver nor in any way affect GDC’s legal remedies.

WARRANTIES

Warranties for GDC Manufactured (Mfg.) Products: GDC Mfg. Products acquired under this Agreement will be (1) newly manufactured by or for GDC from new and serviceable used parts, which are equivalent to new in performance, (2) assembled by or for GDC from serviceable used parts, or (3) products which have been previously installed. GDC warrants that on the date of delivery or installation if applicable, and for the warranty period set forth in the product specifications for each product, the GDC Mfg. Products acquired hereunder will be in good working order and will conform to their published specifications, which are available upon request. In the event of a malfunction or defect during the warranty period, as GDC’s sole obligation and CUSTOMER’s sole remedy, GDC agrees, at its option and expense, to repair or replace the malfunctioning products, which are delivered to GDC for repair.

Warranties for Distributed Products: The warranty for Distributed Products acquired under this Agreement, shall be the warranties, if any, passed through to CUSTOMER by the manufacturer and/or supplier of the Distributed Products. DISTRIBUTED PRODUCTS AND ANY OTHER NON-GDC MFG. PRODUCTS ARE NOT WARRANTED BY GDC AND ARE SOLD TO THE CUSTOMER ON AN AS IS BASIS. THERE ARE NO GDC WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HOWEVER, THE MANUFACTURERS WARRANTY, IF ANY, MAY APPLY, AND THE CUSTOMER MUST DEAL WITH THE MANUFACTURER ON SUCH MATTERS.

Other Warranty Provisions and Warranty Disclaimer: The above warranties extend solely to CUSTOMER and all warranty claims must be made by CUSTOMER and not by customers of CUSTOMER. Repair or replacement under warranty provisions shall neither increase nor decrease the warranty period. FOR PRODUCTS RETURNED TO GDC UNDER WARRANTY, CUSTOMER MUST CONTACT GDC AND OBTAIN A RETURN AUTHORIZATION NUMBER BEFORE THE PRODUCTS MAY BE RETURNED. ON RECEIPT OF AUTHORIZATION TO RETURN THE PRODUCT, CUSTOMER SHALL RETURN THE PRODUCTS FREIGHT PREPAID. GDC SHALL HAVE NO OBLIGATION TO REPAIR OR REPLACE PARTS OR PRODUCTS WHICH: (1) BY THEIR NATURE ARE EXPENDABLE SUCH AS RIBBONS, LIGHT BULBS, ETC; OR (2) ARE DAMAGED BY FAILURE TO PROPERLY MAINTAIN PRODUCTS OR PROPERLY MAINTAIN A SUITABLE ENVIRONMENT, NEGLECT, MISUSE, ACCIDENT, ACTS OF GOD, ACTS OF THIRD PARTIES, USE WITH PRODUCTS NOT SUPPLIED BY GDC FOR SUCH PURPOSE, OR MAINTENANCE PERFORMED BY PERSONS OTHER THAN GDC. The Warranties under the Agreement are in lieu of any conflicting statement of limited warranty included with a product shipment, except that for products that are subject to Federal or State consumer warranty laws, the statement of limited warranty included with a machine shipment applies. GDC does not warrant that the operation of the products will be uninterrupted or error free. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR APPLICATION.

ON-SITE WARRANTY OPTION: Provided CUSTOMER has purchased the on-site option and the required installation within GDC’s service zone, warranty services for products designated by GDC as having on-site warranty service options will be performed at CUSTOMER’S facility at no charge, and outside GDC’s service zone, warranty services will be performed at CUSTOMER’s facility only upon GDC’s prior Agreement and CUSTOMER shall pay any applicable zone charges. On-site warranty services are provided only at the initial installation location, if products eligible for on-site warranty are moved from the initial installation location, the warranty will remain in effect only if CUSTOMER buys additional inspection or installation services from GDC or an authorized GDC reseller at the new location.

RESERVATION OF RIGHTS

GDC reserves the right to change its product and service offerings at any time by adding or deleting items or by changing the specifications or pricing of existing items without prior notice.

PATENTS AND COPYRIGHTS

12.1 GDC Mfg. Products: GDC will at its expense, defend the customer against any claim that any GDC Mfg. Product supplied hereunder infringes an existing patent or copyright in the United States, and will pay all costs, damages, and attorney fees that a court finally awards as a result of such a claim. To qualify for such defense and payment, the CUSTOMER must: (1) Give GDC prompt written notice of any such claim; and (2) Allow GDC to control and fully cooperate with GDC in, the defense and all related settlement negotiations. GDC’s obligation under this Section is conditioned on the CUSTOMER’s agreement that if the operations of the GDC Mfg. Product becomes, or in GDC’s opinion are likely to become, the subject of such a claim, CUSTOMER will permit GDC, at its option and expense, either to procure the right for the CUSTOMER to continue using the GDC Mfg. Product or to replace or modify them so that they become non-infringing; however, if neither of the foregoing alternatives are available on terms which are reasonable in GDC’s sole judgment, the CUSTOMER will return the affected GDC Mfg. Product upon written request by GDC. GDC agrees to grant the CUSTOMER a credit for returned products as depreciated. The depreciation shall be an equal amount per year over the life of the product as established by GDC. GDC shall have no obligation with respect to any such claim based upon the CUSTOMER’s modification of the products or their combination, operation, use with other than GDC Mfg. Products and the direct or contributory infringement of any process patent using products furnished hereunder. Sale of products or any parts thereof by GDC does not confer upon CUSTOMER a license under any patent rights or copyrights of GDC. This section states GDC’s entire obligation to the CUSTOMER regarding infringement or the like.

Distributed Products: Except to the extent obligations regarding patents and copyrights may be passed through to CUSTOMER by the manufacturer and/or supplier of Distributed Products, there are no obligations to CUSTOMER or third parties regarding patents or copyrights for Distributed Products acquired under this Agreement.

LIMITATION OF REMEDIES

The entire liability of GDC, its suppliers and independent contractors, and the CUSTOMER’s exclusive remedy are set forth in this section. The liability of GDC, its suppliers, and independent contractors for damages to CUSTOMER for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence, shall be limited to the amount paid to GDC for the products which caused the damages or that are the subject matter of, or are directly related to the course of action. The foregoing limitation of liability will not apply to the payment of costs, damages and attorneys’ fees referred to in the Section entitled PATENTS and COPYRIGHTS, or to claims by CUSTOMER for personal injury or damage to real property or tangible property caused by the negligence of GDC, its suppliers, or independent contractors. In no event will GDC, its suppliers, or independent contractors, be liable for any damages caused by the CUSTOMER’s failure to perform the CUSTOMER’s responsibilities or for any lost profits, lost savings, or incidental damages, or any other consequential damages, even if GDC, its suppliers, or independent contractors have been advised of the possibility of such damages, or for any claim by the CUSTOMER based on any third party claim, except as provided in the sections entitled Patents and Copyrights.

RETURNS

Returns are only originated with the issuance of an RA number from GDC. Any product returned to GDC must be unused and complete. If the product has been used and subjected to wear and tear, it may not be returned. Custom labels produced by GDC have a 6 month limit on return, whether or not customer deems label faulty. All manuals and accessories must be in the original shipping carton with all packing materials. All products returned to GDC for credit must meet these conditions before credit is applied. Such returns are subject to a 25% restocking fee. LASER PRINTERS AND SPECIAL ORDERS MAY NOT BE RETURNED TO GDC FOR CREDIT OR REPLACEMENT. Authorized returns are for credit or exchange only. GDC does not offer cash refunds. The RA number must be printed on the label- NOT THE ORIGINAL CARTON. To avoid being charged for a damaged carton, CUSTOMER is advised to pack the original carton inside another box. If all material (including power cords, manuals, disks, packing material, etc.) is not returned, GDC will charge CUSTOMER for missing items or reject the proposed return.

SOFTWARE LICENSE

If this Agreement includes the sale of equipment with software products or the use of software products, delivery or such equipment/products is conditioned on buyer’s executing the appropriate software license Agreement. CUSTOMER agrees that all Software furnished hereunder is copyrighted by and shall remain the property of GDC and/or Author. CUSTOMER further agrees not to copy, in whole or part, such software products in any form furnished by GDC, nor to sell, assign or transfer any rights in such software except as may be permitted under the software license Agreement.

THIRD PARTY PRODUCTS

GDC may recommend CUSTOMER third parties having products or services which may be of interest to CUSTOMER for use in conjunction with the products acquired hereunder. Notwithstanding any GDC recommendation, referral, or introduction, CUSTOMER will independently investigate and test third party products and services and will have sole responsibility for determining suitability for use of third party products or services. GDC has no liability with respect to claims relating to or arising from the use of third party products or services.

CONTROLLING LAW

This Agreement shall be governed by, subject to, and construed according to the laws of the State of Ohio. For purpose of applying Ohio law, this Agreement shall be deemed to have been entered into and wholly performed in Clermont County, Ohio. The parties hereby agree that any dispute relating to this Agreement or the products sold hereunder shall be subject to jurisdiction of the courts within Clermont County, Ohio or Federal Court for the Southern District of Ohio.

GENERAL

This Agreement may not be assigned or modified with respect to all or part of the products without the prior written consent of authorized representatives of the parties, except that GDC may assign its right to receive payments without CUSTOMER’s consent. GDC services described in this Agreement may be rendered by the use of GDC selected independent contractors. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable; the remaining provisions shall remain in full force and effect, provided that with respect to any material provision held to be illegal or unenforceable, the parties shall negotiate in good faith to achieve a legally enforceable provision which most closely approximates the original intent of the parties. GDC and/or CUSTOMER are not responsible for failure to fulfill their obligations under this Agreement due to causes beyond their control. No action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has arisen or in the case of an action for non-payment, more than two years from the date the last payment was made, or was due in the event no payments were made under this Agreement. If the CUSTOMER fails to make payments due hereunder and GDC repossesses a product as provided by law, the CUSTOMER agrees to pay all costs and expenses of repossession; including reasonable attorney’s fees.

Any Term or Condition herein that is in violation of State or Federal-bidding requirements will be null and void for government rights.

Stenographical, typographical, and clerical errors are subject to correction.

NON-DISCRIMINATION

By acceptance of this order, GDC certifies that it will comply with E.O.11246, as amended, the Vietnam Era Veterans Readjustment Assistance Act of 1974 as amended, and the Rehabilitation Act of 1973, as amended.

Site Terms Of Use

The General Data Partnerzone Store (hereafter referred to as "this web site") is owned and operated by General Data Company, Inc. (“GDC”), and is subject to the following terms and conditions (“Terms of Use”). By accessing or using this web site, you signify your agreement and the agreement of the company, business or other legal entity that you represent (collectively, “you”) to these Terms of Use. If you do not agree to these Terms of Use on your own behalf and on behalf of the company, business or other legal entity that you represent, please do not access or use this web site. This web site is only intended for use for business purposes by companies, businesses or other legal entities. This web site may not be used for personal or non-commercial purposes. You represent and warrant that you are using tthis web site solely for business purposes and are authorized to bind the company, business or other legal entity that you represent to these Terms of Use.

In order to access and use this web site, you may be required to provide information about yourself (such as your name, contact details and basic profiling data, including type of company and products and services used) as part of the registration process for this web site. You agree to provide GDC with accurate, correct and up to date information. Note that we describe our current practices related to personally identifiable information collected through this web site in our Privacy Policy. By accessing or using this web site, you signify your agreement to the Privacy Policy.

Ownership, Copyright, and Trademark Notices

All information, text, graphics, software, and other content that make up this web site (“Materials”) are the property of GDC, its licensors, or partners or other entities who have granted GDC explicit permission to use their information, text, graphics, software, and other content on this web site. You acknowledge that certain Materials available on this web site are protected by copyright, trademark, patent, or other intellectual property rights of GDC, its licensors and partners. Except as expressly provided, nothing within this web site shall be construed as conferring any license under any of GDC's, its licensors' or partners' intellectual property rights, whether by estoppel, implication, waiver, or otherwise.

GDC grants you a limited, personal, nontransferable, nonsublicensable, revocable license to access and use this web site and Materials only in the manner presented by GDC and as expressly permitted by GDC, and where applicable, for the purposes of placing orders and checking the status of orders placed through this web site. Except as expressly provided herein or as otherwise permitted by mandatory provisions of applicable law, you agree that you will not copy, reproduce, alter, reverse engineer, modify, create derivative works, broadcast or publicly display any Materials from this web site without the prior express written permission of GDC. Notwithstanding the foregoing sentence, you may download one copy of any Material expressly designated by GDC as downloadable for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices. Any other use of the Materials for any other purpose is a violation of these Terms of Use and GDC's or its licensors' copyright and other intellectual property rights. Use of any such Material on any other web site or networked computer environment is strictly prohibited.

Trademarks, Service Marks, and Trade Names

All trademarks, service marks, and trade names appearing in this web site are the property of GDC or the respective owners of such marks or names, and are protected by U.S. and international copyright and trademark laws. You agree not to defame or disparage GDC and its trademarks, service marks, and trade names, or any other aspect of this web site or the Materials. Any use of any of the trademarks, service marks, or trade names appearing throughout this web site without the express written consent of GDC or the owner of the mark or name, as applicable, is strictly prohibited.

Any rights not expressly granted in these Terms of Use are reserved.

Spidering, Monitoring, and Interference

You agree you will: (1) not use any robot, spider, other automatic device, or manual process to monitor or copy the pages of this web site or the Materials contained herein without the prior express written permission of GDC; (2) not use any device, software or routine to interfere or attempt to interfere with the proper working of this web site; and (3) not take any action that imposes an unreasonable or disproportionately large load on GDC’s infrastructure.

Account Information

You are responsible for maintaining the confidentiality of any user names or passwords associated with any account you use to access this web site, for monitoring all activity under the account, and you agree to assume full responsibility for all activities that occur under your account (unless such activities result from a security breach for which GDC is responsible). You may not disclose or share your user name or password with any third parties or use them for any unauthorized purpose. If you become aware of any unauthorized use of your password or your account, you agree to notify GDC immediately at the email address or phone number provided for notice in the Privacy Statement.

Products And Pricing

All products sold as a result of accessing this web site are subject to the then current applicable version of GDC's standard terms of sale unless otherwise agreed by GDC. By ordering or purchasing any products or services on or through this web site you agree to be bound by these Standard Terms and Conditions of Sale. If you do not accept the Standard Terms and Conditions of Sale, do not order or purchase any products through this web site. You agree that the prices, configurations and availability of the products may be subject to change by at any time.

Links to other Internet Sites

This web site may contain links to other Internet sites and services that are operated and maintained by third parties. You acknowledge, understand and agree that GDC and its partners, to the extent permitted by law, will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, products or services available on such other sites.

Links to the Web Site or Materials

Linking to any page of this web site other than to https://pzstore.general-data.com through a plain text link is strictly prohibited in the absence of a separate linking agreement with GDC. Any web site or other device that links to https://pzstore.general-data.com or any page available therein is prohibited from (a) replicating Materials, (b) using a browser or border environment around the Materials, (c) implying in any fashion that GDC or any of its affiliates are endorsing it or its products, (d) misrepresenting any state of facts, including its relationship with GDC or any of its affiliates, (e) presenting false information about products or services contained on this site, and (f) using any logo or mark of GDC or any of its affiliates without express written permission from GDC or its affiliates.

Changes

GDC reserves the right to modify, suspend, or discontinue any portion of this web site and Materials, or otherwise disable your access to all or a portion of this web site, at any time, with or without notice. GDC reserves the right to modify any part of these Terms of Use at any time. Any modifications shall be effective upon posting to this web site. You agree to review these Terms of Use periodically so that you are aware of any such modifications. Your continued use of this web site after any such modifications have been posted shall be deemed to be your acceptance of any modifications to the Terms of Use. If, at any time, the Terms of Use are not acceptable to you, you should immediately cease use of this web site. You agree that the above-stated standard for notice of modifications is reasonable.

WARRANTY DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, this web site AND THE MATERIALS IT CONTAINS ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, GDC DISCLAIMS ALL WARRANTIES, CONDITIONS, TERMS, REPRESENTATIONS AND UNDERTAKINGS, EXPRESS OR IMPLIED, WHETHER ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY GDC, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, USE OF REASONABLE SKILL AND CARE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. GDC DOES NOT WARRANT THAT this web site OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU (AND NOT GDC) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

GDC MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING (1) THE CURRENCY, CORRECTNESS, COMPLETENESS, RELIABILITY, SUITABILITY, AVAILABILITY, OR OPERATION OF this web site AND THE MATERIALS; OR (2) YOUR USE OF this web site OR MATERIALS; OR (3) ANY THIRD-PARTY WEB SITE YOU MAY ACCESS THROUGH this web site. DESPITE THE CHOICE OF OHIO LAW, THE MANDATORY LAW OF SOME JURISDICTIONS DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, CONDITIONS, TERMS, REPRESENTATIONS OR UNDERTAKINGS, SO THE ABOVE EXCLUSIONS ARE PROVIDED TO THE EXTENT PERMITTED BY LAW AND SOME MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GDC, ITS SUPPLIERS, OR LICENSORS, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES AND EACH OF THEM BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, LOST PROFITS, REVENUE, INTEREST OR BUSINESS, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR RELATED TO YOUR OR ANY THIRD PARTY'S CLAIMS (INCLUDING, BUT NOT LIMITED TO, RELIANCE ON OR THE USE OF, DELAY IN BEING ABLE TO USE, OR INABILITY TO USE, this web site, THE MATERIALS IT PROVIDES, OR ANY OTHER HYPERLINKED WEB SITE OR ANY THIRD-PARTY PRODUCTS OR SERVICES) REGARDLESS OF LEGAL THEORY, EVEN IF GDC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DESPITE THE CHOICE OF OHIO LAW, THE MANDATORY LAW OF SOME JURISDICTIONS DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL OR OTHER DAMAGES IN CERTAIN CIRCUMSTANCES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS CLAUSE SHALL NOT EXCLUDE OR IN ANY WAY LIMIT EITHER PARTY’S LIABILITY FOR (I) FRAUD OR (II) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE.

EXCEPT WITH RESPECT TO CLAIMS RELATED TO PURCHASES MADE THROUGH this web site, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH GDC, ITS SUPPLIERS, AND ITS LICENSORS, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES AND EACH OF THEM MAY INCUR FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE EQUIVALENT OF $100. THIS LIABILITY CAP WILL APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES LIABILITY DESPITE THE EXCLUSION AND LIMITATION IN THE PRIOR PARAGRAPH.

Indemnity

You agree to indemnify and hold harmless GDC, its partners, affilites, suppliers and licensors, their respective officers, directors, employees, agents, and affiliates, and each of them from any third-party claim, liability, loss, damage, cost, or expense (including without limitation reasonable attorneys' fees) arising out of or related to your use of this web site or any Materials it contains; your failure to comply with these Terms of Use; your infringement, violation, or misappropriation of any third party rights or any applicable law or regulation.

Jurisdiction

This web site is controlled and operated by GDC from its offices within the State of Ohio, United States of America. Those who choose to access this web site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Use of this web site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation this paragraph.

General

Unless otherwise required by local law, these Terms of Use shall be governed by, and construed in accordance with, the laws of the State of Ohio, United States of America, without regard to its conflicts of law principles. GDC's performance of these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use shall derogate GDC's right to comply with law enforcement requests or requirements relating to your use of this web site or information provided to or gathered by GDC with respect to such use. We may provide notices to you via postings on this web site, via email or via any other means of communication for which you have provided contact information. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these Terms of Use by GDC shall be deemed a further or continuing waiver of such provision or any other provision, and GDC’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use constitute the entire agreement between the parties relating to the subject matter herein, and replace all prior or contemporaneous communications, oral or written. If there is any discrepancy between the English version and other language versions of these Terms of Use, the English version shall prevail.