Terms of service

OFFERING TERMS AND CONDITIONS

Last Updated: [3-21-25]

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE MAKING A PURCHASE FROM SUPPLIER. BY PURCHASING OUR PRODUCTS, CUSTOMER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. IF CUSTOMER DOES NOT AGREE WITH ANY OF THESE TERMS, PLEASE DO NOT PLACE AN ORDER.

Section 1. General Provisions.

Section 1.1           Application of Terms.
These Offering Terms and Conditions (“Offering Terms”), govern Customer’s procurement of Offerings from Supplier (any Orders resulting therefrom), for Customer’s own internal use for its business or personal purposes, or in its capacity as a public sector entity. By procuring an Offering, Customer represents that it has read, understood, and agrees to be bound exclusively by these Offering Terms on behalf of Customer and all individuals who use Customer’s account on the Site.

Section 1.2           Definitions.
For the purpose of these Offering Terms:

“Customer” or “You” means any person that procures, attempts to procure, or expresses an intent to procure any Offering, whether by placing a Proposed Order, requesting a Quote, or otherwise interacting with the Supplier or the Site in connection with the Offerings.

“Delivery” means (i) for tangible property, when tendered to a carrier at its designated shipment point; and (ii) for software, when physical media (or hardware it is installed) is tendered to a carrier at its designated shipment point, or when made available for download.

“Manufacturer” means any third-party manufacturer, producer, developer, fabricator, or supplier (including software licensors) that designs, develops, engineers, creates, assembles, manufactures, licenses, distributes, or otherwise supplies or any parts or components thereof.

“Offerings” means any Products made available for procurement by Customer.

“Order” means any Proposed Order that has been accepted by Supplier.

“Products” means any goods, equipment, hardware, materials, software, components, accessories, subscriptions, solutions, or services.

“Proposed Order” means any purchase order submitted by the Customer to procure Offerings referenced in a Quote.

“Quote” means any non-binding statement, information, estimate, or communication relating to any Offerings made Supplier for informational purposes, including pricings, terms, etc.

“Site” means the website located at https://www.internetrigging.com.

“Supplier” means Internet Rigging USA, LLC, a Florida limited liability company.

Section 1.3           Entire Agreement; Supplemental Terms.
These Offering Terms contain the terms and conditions applicable to all Offerings and any Orders resulting therefrom, as may be supplemented by specific terms of Supplier contained in (i) invoices or statements delivered to Customer, (ii) any other writings or terms provided to, and (iii) any additional terms included on the Site (collectively, “Supplemental Terms”), which are all considered part of these Offering Terms by reference. The Offering Terms shall control when in direct conflict with any Supplemental Terms.

Section 1.4           All Other Terms Rejected.
These Offering Terms supersede all prior or contemporaneous written or oral communications regarding the procurement of an Offering and any Order resulting therefrom and constitute the complete agreement between Customer and the Supplier with respect to the foregoing. Any additional or different terms proposed by Customer, including those contained in any purchase order or similar document, are hereby rejected by the Supplier and shall be of no effect unless expressly accepted by the Supplier in a separate written agreement signed by at least two authorized representatives of the Supplier. Information on how to contact the Supplier to obtain the names of such representatives can be found on the Site and any such modifications shall apply only to the extent stated in such modification.

Section 1.5           Terms Subject to Change.
Supplier reserves the right, in its sole discretion, to modify, amend, or otherwise update these Offering Terms at any time without prior notice, by posting the revised Offering Terms on the Site. Changes are effective immediately upon posting unless a later date is specified. It is Customer’s responsibility to review the most current version of the Offering Terms before procuring. By procuring an Offering or continuing to use any Products or the Site after any modifications to these Terms are posted, Customer agrees to be bound by such modifications. If Customer does not agree with the revised Offering Terms, Customer must cease procurement of any Offerings and discontinue using the Site and return any Products.

Section 1.6           Manufacturer Terms.
Supplier operates solely as an online marketplace and intermediary in the sale of Products offered by Manufacturers. Supplier does not design, develop, manufacture, produce, inspect, test, or service any Products. Each Product included in an Offering is subject to all standard terms, license, services, policies, warranty, indemnity, support terms, and data privacy or processing terms or agreements of the Manufacturer of that Product (view “Manufacturer Terms”). Customer is solely responsible for reviewing and complying with any Manufacturer Terms, which may be included with Product packaging or documentation, accessible via the Site or Manufacturer’s website, transmitted electronically, incorporated by reference, or otherwise communicated, distributed, or made available by Manufacturer through commercially reasonable means. These Offering Terms are separate and independent from any Manufacturer Terms.

Section 2. Pricing and Orders.

Section 2.1           Quotes; Price; Availability.
Unless otherwise agreed in writing, any Quote provided by Supplier is issued for informational purposes only and is effective until the expiration date stated therein (if any). Supplier may revise, withdraw, or cancel any Quote at its sole discretion prior to acceptance of an Order. Prices stated in a Quote may change due to shortages in materials, increased costs charged by a Manufacturer, or any other factors beyond Supplier’s reasonable control. All prices are exclusive of any applicable taxes, fees, tariffs, duties, or other governmental charges, which remain the sole responsibility of Customer. Supplier does not guarantee the availability of any Offerings at the time of purchase and reserves the right to modify, replace, or discontinue any Offering without prior notice. Any Offering is void where prohibited by law.

Section 2.2           Placing Orders.
To procure Offerings referenced in a Quote, Customer must place a Proposed Order through the Site in accordance with Supplier’s instructions made available on the Site. Any Proposed Order placed by Customer is subject to availability verification and acceptance by Supplier. Any Proposed Order accepted by Supplier is deemed an Order that has become binding on both the Customer and the Supplier, subject to the terms included herein. Acceptance of a Proposed Order shall be deemed to occur upon Delivery.

Section 2.3           Payment.
Supplier accepts payment by major credit or debit cards and such other forms as may be provided on the Site. Supplier reserves the right to request additional identification or documentation to verify Customer identity and authority to authorize payment.

Section 2.4           Cancellations; Returns.

By Supplier.
Supplier may, at its discretion, revise its Offerings, including after a Proposed Order has been placed or prior to completion of shipment of any Order. If an Offering is revised or replaced, Supplier may, in its sole discretion, (i) ship a revised Offering that substantially meets or exceeds the features or functionality of the originally ordered Offering, or (ii) cancel the Order and provide a refund if payment was already received.

By Customer.
Customer may cancel any Proposed Order at any time prior to acceptance of such Proposed Order by Supplier. All Orders are otherwise final, non-cancelable, non-returnable, and non-refundable, except as expressly permitted under Supplier’s Return Policy. Supplier reserves the right to reject any return request in its sole discretion

Section 3. Shipping Policy.

Section 3.1           Shipping.
Supplier may ship parts of an Order separately, choose the common carrier, and shall arrange for shipment of the ordered Products to the ship-to address indicated in the Order, through a common carrier designated by Supplier. Risk of loss and title to all Products pass to the Customer upon Delivery. Supplier is not responsible for any lost, stolen, damaged, delayed, or mishandled shipments upon Delivery.

Section 3.2           Damaged or Non-Conforming Products.
Customer is responsible for inspecting the Products and package(s) upon delivery and must note any visible damage on the proof of delivery (POD) or other delivery receipt Customer may be requested to sign. Any non-conforming or damaged Products shall be subject to Supplier’s Return Policy. Customer is solely responsible for ensuring any visible shipping damages are noted on the delivery receipt. Customer shall make arrangements as may be necessary to assist Supplier with the collection of the non-conforming or damaged Products. At its sole discretion, Supplier shall be entitled to charge Customer for any non-conforming or damaged Products not returned to Supplier in a reasonable period of time.

Section 3.3           Shipping Charges.
Shipping and handling charges are calculated at checkout based on the shipping method, destination, and weight of the order. All prices are listed in U.S. dollars and do not include taxes, tariffs, customs duties, or other applicable fees unless otherwise stated. Customers are solely responsible for any additional charges imposed by local, state, or federal authorities, including but not limited to import duties, taxes, and regulatory fees. Shipping insurance is not included by default but may be available for purchase at the Customer’s request.

Section 3.4           Delivery Timelines.
Supplier may provide tracking information once an Order has shipped. It is the Customer’s responsibility to monitor shipment status and coordinate receipt of the Order.  Any delivery dates made available to Customer are estimated, provided as a courtesy only, and are not guaranteed. Supplier is not responsible for any shipping or delivery delays of any Order.

Section 3.5           Incorrect or Incomplete Shipping Information.
Customer is responsible for providing accurate and complete shipping details with any Proposed Order. If any Order is delayed, lost, or returned due to incorrect shipping information provided by the Customer, any additional shipping charges or fees incurred will be the sole responsibility of the Customer. Customer is responsible for ensuring availability to receive delivery at the time scheduled by Supplier or its designated carrier. If a delivery attempt is unsuccessful due to Customer’s unavailability, refusal, or failure to provide accurate delivery instructions, Customer shall bear all resulting costs, including but not limited to: (i) re-delivery fees charged by the carrier, (ii) storage fees incurred due to delayed acceptance (iii) return shipping costs if the order is returned as undeliverable, and (iv) restocking fees if the order is canceled due to non-delivery.

Section 4. Manufacturer Warranty.

Section 4.1           Manufacturer Warranty.
Each Product is subject solely to the warranties, support and service terms, if any, provided by the Manufacturer of such Product. Customer acknowledges that Supplier does not design, develop, manufacture, test, or service any Products, and agrees that Supplier is not responsible for providing any warranty, remedy, replacement, or technical support for any Products. Customer agrees to look exclusively solely to Manufacturer for any warranty obligations, remedies, or support relating to any Products. 

Section 4.2           DISCLAIMER OF ANY OTHER WARRANTIES.
SUPPLIER MAKES NO EXPRESS WARRANTIES REGARDING ANY PRODUCTS AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SUPPLIER MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE PERFORMANCE, RELIABILITY, CONFORMITY, OR SUITABILITY OF ANY PRODUCTS FOR CUSTOMER’S SPECIFIC REQUIREMENTS OR INTENDED USE. SUPPLIER SHALL NOT BE LIABLE TO CUSTOMER FOR ANY ERRORS, OMISSIONS, OR INACCURACIES IN ANY DESCRIPTIONS, PRICING, SPECIFICATIONS, OR OTHER DETAILS CONCERNING THE PRODUCTS PROVIDED ON ITS WEBSITE OR IN ANY MARKETING MATERIALS, AND ALL SUCH DESCRIPTIONS AND DETAILS ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE SELECTION, USE, OPERATION, AND MAINTENANCE OF ANY PRODUCTS, INCLUDING ANY RISK OF INJURY, LOSS, OR DAMAGE RESULTING FROM MISUSE, UNAUTHORIZED MODIFICATIONS, IMPROPER SETUP, OR FAILURE TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. SUPPLIER SHALL HAVE NO LIABILITY TO CUSTOMER FOR ANY LOSS, DAMAGE, OR INJURY, WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR INCIDENTAL, ARISING OUT OF OR RELATED TO CUSTOMER’S PURCHASE, POSSESSION, OR USE OF ANY PRODUCT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Section 5. Release.
To the fullest extent permitted by law, Customer, on behalf of itself and its past, present, and future affiliates, parents, subsidiaries, divisions, predecessors, successors, assigns, heirs, estates, officers, directors, shareholders, partners, members, managers, employees, contractors, representatives, consultants, agents, insurers, subrogees, and any other persons or entities claiming by, through, or on behalf of Customer, or for whom Customer has the legal or contractual right or authority to bind or assert Claims (collectively, the “Releasing Parties”), hereby irrevocably and unconditionally waives, releases, and discharges Supplier, together with its past, present, and future officers, directors, employees, agents, representatives, parents, subsidiaries, affiliates, partners, members, managers, insurers, successors, and assigns (collectively, the “Released Parties”), from any and all claims, demands, causes of action, lawsuits, judgments, damages, liabilities, losses, costs, fines, penalties, expenses (including attorneys’ fees and litigation expenses), obligations, liens, encumbrances, or assessments of any kind or nature, whether known or unknown, direct or indirect, foreseeable or unforeseeable, contingent or actual, and whether arising in law, equity, contract, tort, statute, or otherwise (collectively, “Claims”), that the Releasing Parties now have or may have in the future arising out of or related to: (i) Customer’s purchase, possession, resale, installation, use, or inability to use any Products; (ii) any alleged or actual defect in any Product, including but not limited to manufacturing defects, design defects, or inadequate or inaccurate instructions, documentation, warnings, or labels; (iii) any statements, representations, omissions, specifications, or other information concerning the Products made by the Supplier, including on the Supplier’s website or in any promotional, instructional, or marketing materials; (iv) any services, modifications, repairs, or integrations made to any Products, whether by Customer or any third party; (v) any inaccuracies, omissions, delays, or errors in Product documentation, specifications, pricing, descriptions, or marketing content, including any content provided via the Supplier’s website or otherwise; (vi) any failure of the Products to conform to Customer’s expectations, specifications, technical requirements, industry standards, regulatory requirements, or to be fit for any particular use or purpose; (vii) any improper or unauthorized storage, handling, installation, modification, or use of the Products by Customer or any third party; (viii) any lack of updates, upgrades, patches, support, or maintenance for the Products; or (ix) any act, omission, or breach of this Agreement by any Releasing Party, even if arising from or compounded by the negligence, strict liability, breach of warranty, or other legal fault of any Released Party (collectively, “Released Matters”).

Section 6. Representations, Warranties, and Covenants.
By procuring any Offerings from Supplier, Customer hereby represents, warrants, and covenants to Supplier that:

Section 6.1           Compliance with Manufacturer Terms.
Customer shall comply with all agreements, terms of service, and use restrictions applicable to the Products, including those imposed by any Manufacturer, and shall not do or permit anything that would breach or void any such terms.

Section 6.2           Authority and Eligibility.
Customer has, and at all times will maintain, full legal power, capacity, and authority to enter into this Agreement, to procure Orders, and to purchase, receive, possess, install, operate, resell, and use the Products in accordance with all applicable laws, rules, regulations, ordinances, and governmental requirements of any jurisdiction in which the Products are acquired or used.

Section 6.3           No Violation of Laws.
Customer’s purchase, receipt, ownership, possession, handling, storage, transportation, installation, resale, operation, or use of the Products does not and will not violate any applicable law, regulation, order, treaty, export restriction, import requirement, embargo, anti-corruption or anti-bribery law, sanctions regime, or third-party contractual obligation, and will not infringe, misappropriate, or otherwise impair any intellectual property rights, privacy rights, or proprietary rights of any third party.

Section 6.4           Licensure and Compliance.
Customer currently holds and shall continue to hold all necessary licenses, permits, authorizations, registrations, certifications, qualifications, consents, and approvals required under any applicable federal, state, local, or foreign law or regulation to purchase, receive, install, operate, resell, or use the Products and shall ensure all such documentation remains in good standing and sufficient for the full term of use of the Products.

Section 6.5           Evaluation.
Customer has conducted its own independent investigation and evaluation of the Products and their suitability, functionality, interoperability, compatibility, compliance, and fitness for Customer’s intended use, application, and operating environment, and Customer has not relied (and will not rely on) any descriptions, specifications, materials, guidance, statements, representations, advice, or other information provided, distributed, or otherwise made available by Supplier (whether on the Site or otherwise), and Customer assumes sole responsibility for all decisions related to the selection, purchase, and use of the Products.

Section 6.6           Safe and Proper Use.
Customer shall use, store, handle, transport, and maintain all Products strictly in accordance with all legal requirements, industry standards, and any instructions, warnings, documentation, safety data sheets provided by a Manufacturer, and shall not use the Products in any manner that is unauthorized, unsafe, illegal, inconsistent with their intended use, or in any jurisdiction where such use is prohibited or restricted.

Section 6.7           No Unauthorized Modifications.
Customer shall not modify, repair, disassemble, reverse engineer, decompile, tamper with, or alter any Product, nor permit or instruct any third party to do so, except as expressly authorized in writing by the Manufacturer, and Customer shall bear sole responsibility for any servicing, repair, or maintenance, including all costs and liabilities arising from any of the foregoing.

Section 6.8           Assumption of Risk.
Customer assumes and accepts all risks and consequences—whether foreseeable or unforeseeable—arising from or related to the selection, installation, handling, operation, performance, maintenance, misuse, or failure of the Products, including risks of personal injury, death, property damage, economic loss, regulatory noncompliance, and third-party claims.

Section 6.9           Released Parties.
Customer shall not, and shall cause Release Parties not to take any action, directly or indirectly, to challenge, limit, or undermine the release set forth in Section 5 (the “Release”), nor assist, support, fund, or encourage any third party in asserting any claim against any of the Released Parties that is within the scope of such Release, and shall take all actions reasonably requested by Supplier to give full force and effect to the Release, including ensuring compliance by all Releasing Parties and executing any supplemental acknowledgments, waivers, or consents as requested by Supplier.

Section 6.10       No Reliance on Supplier.
Customer has not relied on, and will not rely on, any advice, consultation, customization, engineering support, or assistance provided by Supplier or its personnel regarding the design, configuration, compatibility, suitability, compliance, or use of the Products, and assumes sole responsibility for all decisions related thereto.

Section 6.11       Insurance.
Customer maintains, and shall continue to maintain, at its sole cost and expense, adequate and commercially reasonable insurance coverage (including general liability, product liability, and property insurance) sufficient to cover any claims, losses, damages, liabilities, or obligations arising out of or relating to the purchase, resale, possession, installation, use, or failure of any Products.

Section 6.12       No Circumvention or Reverse Engineering.
Customer shall not attempt to discover, replicate, or bypass any technical, licensing, security, or access control mechanisms embedded in or associated with the Products or the Supplier’s website, including by reverse engineering, scraping, or copying any interface or component.

Section 6.13       High-Risk Activities.
Unless explicitly authorized in writing by Supplier, Customer shall not use the Products in any high-risk, safety-critical, or mission-critical environment, including aviation, nuclear facilities, emergency services, autonomous systems, medical life-support devices, or weapons systems.

Section 7. Indemnification.

Section 7.1           Indemnification Obligations.
To the fullest extent permitted by law, Customer shall indemnify, defend, and hold harmless Supplier and its officers, directors, employees, agents, representatives, affiliates, subsidiaries, licensors, service providers, insurers, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, causes of action, losses, liabilities, damages, fines, penalties, judgments, settlements, costs, and expenses of any kind whatsoever (including reasonable attorneys’ fees, expert fees, court costs, and other litigation or dispute resolution expenses), whether direct or indirect, known or unknown, contingent or actual, incurred or suffered by any of the Indemnified Parties (collectively, “Losses”), arising out of or relating to: (i) any act or omission of Customer or past, present, and future affiliates, parents, subsidiaries, divisions, predecessors, successors, assigns, heirs, estates, officers, directors, shareholders, partners, members, managers, employees, contractors, representatives, consultants, agents, insurers, or subrogees, (collectively, “Customer Parties”) in connection with the purchase, possession, resale, handling, installation, use, or inability to use any Products; (ii) any breach or alleged breach by Customer or any Customer Party of this Agreement, including any representations, warranties, or covenants; (iii) any negligence, recklessness, willful misconduct, or violation of applicable law by Customer or any Customer Party; (iv) any modifications, alterations, integrations, or repairs made to the Products by Customer or any third party not authorized in writing by Supplier; (v) any injury, death, or property damage arising from or related to the Products or Customer’s use thereof; (vi) any failure by Customer to implement or enforce the Release; or (vii) any third-party claim, legal proceeding, government investigation, enforcement action, or product recall arising out of or relating to any of the foregoing (each, an “Indemnification Event”).

Section 7.2           Indemnification Procedure.
Upon the occurrence of an Indemnification Event, the Indemnified party shall provide written notice to Customer (the “Indemnity Notice”) as soon as practicable upon becoming aware of an Indemnification Event, specifying the nature of the Indemnification Event and any losses resulting therefrom; provided, however, that any delay in providing notice shall not relieve Customer of its obligations except to the extent it materially prejudices Customer’s ability to defend the claim. Upon delivery of an Indemnity Notice, the Indemnified party may retain counsel (as determined by Supplier) and assume control over the defense, settlement, negotiation, or litigation at Customer’s sole expense, including reasonable attorneys’ fees and court costs, provided, however that such Indemnified party shall not settle without Customer’s prior written consent, which shall not be unreasonably withheld. Customer shall reimburse the Indemnified party for any amounts paid in connection with such defense, settlement, or resolution of the Indemnification Event within thirty (30) days of receiving a written request for reimbursement, including reasonable supporting documentation.

Section 8. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUPPLIER, TOGETHER WITH ITS PAST, PRESENT, AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS, PARTNERS, SHAREHOLDERS, LICENSORS, INSURERS, SUCCESSORS, ASSIGNS, SERVICE PROVIDERS, AND CONTRACTORS,  (COLLECTIVELY, THE “SUPPLIER PARTIES”), SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF REVENUE, PROFITS, SAVINGS, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR USE, BUSINESS INTERRUPTION, COSTS OF DELAY, COVER, DOWNTIME, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THE PRODUCTS, THE SITE, OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE, EQUITY, OR ANY OTHER THEORY OF LIABILITY, AND EVEN IF ANY SUPPLIER PARTY HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ALL SUPPLIER PARTIES UNDER THIS AGREEMENT OR OTHERWISE ARISING OUT OF OR RELATING TO THE PRODUCTS EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO SUPPLIER FOR THE PRODUCTS GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE FIRST CLAIM AROSE. AS A CONDITION OF ANY POTENTIAL RECOVERY, CUSTOMER AGREES THAT IT, AND ANY PERSON OR ENTITY CLAIMING THROUGH OR ON BEHALF OF CUSTOMER, SHALL SEEK RECOVERY FOR ANY CLAIMED DAMAGES, LOSSES, OR LIABILITIES ONLY TO THE EXTENT COVERED UNDER, AND SOLELY FROM THE PROCEEDS OF, ANY VALID AND COLLECTIBLE INSURANCE POLICIES CARRIED BY THE APPLICABLE SUPPLIER PARTY, AND IN NO EVENT SHALL ANY SUPPLIER PARTY BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE ACTUAL INSURANCE PROCEEDS RECEIVED BY SUCH SUPPLIER PARTY WITH RESPECT TO SUCH CLAIM, IF ANY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE NUMBER OF CLAIMS ASSERTED IN ANY ACTION OR PROCEEDING THAT IS BROUGHT.

Section 9. Supplier Reliance.
Customer acknowledges and agrees that Supplier has entered into this Agreement and accepted each Order in express reliance upon the truth, accuracy, completeness, and enforceability of all representations, warranties, covenants, obligations, acknowledgments, waivers, and agreements made by Customer herein, including but not limited to those set forth in Section 5 (Release), Section 6 (Representations, Warranties, and Covenants) Section 7 (Indemnification), Section 8 (Limitation of Liability) (collectively, “Customer Obligations”), and such Customer Obligations constitute a material inducement to Supplier’s willingness to sell Products, accept Orders, provide access to the Site, and otherwise engage in any transactions with Customer. Supplier shall be entitled to rely on Customer Obligations without any further investigation, verification, or inquiry, and shall have no obligation or responsibility to independently confirm, substantiate, or verify Customer’s ability or inability to perform the same. Any inaccuracy, misrepresentation, breach, non-performance, or failure by Customer with respect to any Customer Obligation shall constitute a material breach of this Agreement and shall entitle Supplier, in its sole discretion and without liability or penalty, to reject, cancel, suspend, or terminate any pending or future Order, deny access to the Site, withhold performance, seek equitable relief, enforce indemnity rights, recover damages, or pursue any other legal or equitable remedies available under this Agreement or applicable law.

Section 10. Use of Documents.
Any deliverables, materials, drawings, illustrations, images, videos, specifications, data sheets, catalogs, diagrams, documentation, or other written, visual, or electronic materials (collectively, “Deliverables”) provided or made available to Customer by Supplier or its representatives or affiliates, whether electronically, in print, or by any other means, are provided solely for general marketing, promotional, illustrative, or informational purposes in connection with the Offerings, and are not intended to be, and shall not be relied upon by Customer as, technical documentation, performance guarantees, certifications, or representations regarding the suitability, accuracy, availability, regulatory compliance, conformance to standards, or fitness of any Offering or Products for any particular use, application, or function. Any reference in the Deliverables to standards, specifications, regulatory approvals, performance characteristics, or certifications is provided for general reference only in connection with the Offering and does not constitute a representation or warranty that any Product or Offering conforms to, or is approved under, any criteria, use, application, environment or function.  All Deliverables are provided strictly “as is” and “as available,” and may contain typographical errors, omissions, inaccuracies, outdated information, or other mistakes. Supplier expressly disclaims all representations and warranties, express or implied, as to the accuracy, completeness, timeliness, reliability, currency, merchantability, fitness for a particular purpose, or non-infringement of any Deliverables, and disclaims any and all liability arising from or relating to Customer’s use of or reliance on such Deliverables. Any Deliverables remain the proprietary and confidential intellectual property of Supplier or its licensors, and Customer is granted only a limited, revocable, non-exclusive, non-transferable license to use such Deliverables solely for internal evaluation and reference in connection with the Offerings. Any such unauthorized use or reliance upon any Deliverable shall be at Customer’s sole risk. Customer shall not reproduce, distribute, modify, publish, publicly display, create derivative works from, or otherwise use any Deliverables beyond the scope of this limited license. Customer shall not use, reference, or display Supplier’s name, logo, trademarks, or service marks in any press release, advertisement, marketing material, public statement, or other publication without the prior written consent of Supplier in each instance.

Section 11. Reservation of Rights.
Supplier reserves all rights not expressly granted to Customer under this Agreement. Nothing in this Agreement shall be construed to grant Customer any license or rights, by implication, estoppel, or otherwise, except as expressly set forth herein. Supplier retains all right, title, and interest in and to its intellectual property, technology, know-how, and proprietary information, and Customer shall not acquire any ownership interest therein through this Agreement, any Order, or otherwise.

Section 12. Force Majeure.
Supplier shall not be liable for, and shall be excused from, any delay, interruption, or failure to perform any of its obligations under this Agreement, including without limitation delays in acceptance, fulfillment, production, shipment, or delivery of any Products or Offerings, to the extent such delay or failure is caused by or results from any event or circumstance beyond Supplier’s reasonable control, whether foreseen or unforeseen, including but not limited to acts of God, natural disasters, fires, floods, explosions, weather-related events, strikes, labor disputes (including those involving Supplier or its subcontractors or service providers), war, armed conflict, civil unrest, insurrections, terrorism, cyberattacks, governmental actions or regulations, trade or economic sanctions, embargoes, pandemics, epidemics, outbreaks of disease, public health emergencies, supply chain disruptions, carrier or transportation delays, power or utility outages, equipment failure, raw material shortages, or failure of third-party suppliers or contractors to timely perform (each, a “Force Majeure Event”). The occurrence of a Force Majeure Event shall extend the time for Supplier’s performance for the duration of the delay caused thereby and any additional time reasonably necessary to overcome the effects of such delay, and Customer shall not be entitled to cancel, withhold payment, reject delivery, or assert any claim, penalty, or default due to any such delay or failure. If, in Supplier’s sole discretion, continued performance has become impracticable, commercially unreasonable, or infeasible due to a Force Majeure Event, Supplier shall be entitled to cancel the affected Order(s) by providing written notice to Customer, without any liability or penalty to Customer beyond refund of purchase price (if previously paid.)

Section 13. Product Recalls.
If any Product is subject to a recall, whether voluntary or mandatory, Customer agrees to cooperate fully with Supplier and comply with all recall-related instructions.

Section 14. Disputes with Others.
Each party waives the right to assert that principles of collateral estoppel or issue preclusion prevent raising any claim or defense because either party lost a similar claim or defense in another action. Any ruling by a third-party fact finder or court in a prior proceeding in which either party was involved (“Litigant”) with a third party will not prevent that Litigant from asserting similar arguments or positions in any dispute or proceeding between the Parties to this Agreement.

Section 15. Severability.
If any provision of this Agreement is found to be invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall be deemed modified to the extent necessary to render the same valid, or as not applicable to the given circumstances, or to be excised from this Agreement, as the situation may require, and this Agreement shall be construed and enforced as if such provision had been included in this Agreement as so modified in scope or application, or had not been included in this Agreement, as the case may be, it being the stated intention of the Parties that had they known of such invalidity or unenforceability at the time of entering into this Agreement, they would have nevertheless contracted upon the terms contained herein, either excluding such provision or including such provision only to the maximum scope and application permitted by law, as the case may be.

Section 16. Governing Law.
This Agreement and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida, without reference to its conflict of laws principles. The parties shall negotiate in good faith and use reasonable efforts to settle any dispute, controversy or claim arising from or related to this Agreement or the breach thereof. If the parties are unable to settle the matter through negotiation within 30 days, then at the request of either party, the parties shall endeavor to resolve the dispute, controversy or claim by confidential mediation using a mutually agreeable mediator with prior experience in the medical products business. If the matter remains unresolved for 45 days after appointment of such mediator and a party wishes to pursue it further, then such dispute, controversy or claim shall be finally resolved by binding arbitration.  The parties expressly acknowledge and agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively by final and binding arbitration in Duval County, Florida before one (1) arbitrator. Upon the arbitrator’s determination that a claim is arbitrable, neither party may challenge or appeal such determination. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules and in accordance with the Expedited Rules. Judgment on the arbitrator’s award may be entered in any court. The parties agree that time is of the essence with respect to any arbitration under this Agreement and arbitration (a) hearings shall take place within 60 days of filing; and (b) awards shall be rendered within one month of the final hearing. Any appeal in respect of an award must be filed through the AAA in accordance with its Appellate Arbitration Rules. This clause shall not preclude a party from seeking provisional remedies in aid of arbitration or equitable relief from any court. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER PARTY AND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCTS.

Section 17. Attorneys’ Fees.
The prevailing party in any dispute arising from or related to this Agreement, shall be entitled to recover from the non-prevailing parties all investigative and repair costs, attorneys’ fees, disbursements, expert and consultant fees, paralegal fees, travel costs, research costs, printing costs, taxable and non-taxable costs, and other associated costs, incurred in such dispute prior to, during, or after litigation or alternative dispute resolution, including appeals, determination of amount due under this provision, bankruptcy, pre-judgment collection and post-judgment collection.  This fee provision shall survive judgment, shall not be extinguished by or merged with the judgment, and the prevailing party is entitled to all such fees and costs incurred during post-judgment collection. The post-judgment interest rate shall be 12.00%.

Section 18. Assignment.
Supplier may assign, delegate, or otherwise transfer this Agreement and any or all of its rights or obligations hereunder, in whole or in part, without notice or consent of Customer. Customer shall not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Supplier, and any attempt to do so without such consent shall be null and void. Notwithstanding the foregoing, any subsequent purchaser, recipient, or transferee of any Product shall automatically be bound by this Agreement and all obligations and limitations herein, and Customer agrees to notify and require any such purchaser, recipient, or transferee to acknowledge and agree to be bound by this Agreement as a condition of the sale or transfer.

Section 19. No Waiver.
No delay or failure by Supplier to exercise any right or remedy set forth in this Agreement or available at law or in equity shall constitute a waiver of such right or remedy or preclude Supplier from exercising any such right or remedy at a later time. Any waiver granted by Supplier must be in writing and shall be valid only in the specific instance for which it is given.

Section 20. Further Assurances.
Each party shall, upon the request of the other party and at its own expense, execute and deliver such further documents and take such further actions as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement and to give effect to the transactions contemplated herein.

Section 21. Relationship of the Parties.
Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, employment relationship, or fiduciary obligation between Supplier and Customer and each party is responsible for its own employees, agents, and representatives. The relationship between the Supplier and Customer is strictly that of seller and purchaser, and each party acknowledges that it is acting as an independent entity in all respects. Customer has no authority to bind Supplier or incur any obligation on its behalf, and nothing herein shall be interpreted to grant Customer any rights beyond those expressly set forth in this Agreement.

Section 22. Customer Use Restrictions.
Customer shall not (i) use bots, spiders, scrapers, or automated systems to access or interact with the Site or any Offerings; (ii) attempt to gain unauthorized access to any system, account, network, or data maintained by Supplier; (iii) represent itself as a distributor, reseller, or agent of Supplier without express written authorization; or (iv) engage in any activity that could reasonably be expected to interfere with or disrupt the proper functioning, security, or integrity of the Supplier’s systems, Site, or Offerings.

Section 23. Digital Security and Compliance.
Supplier makes no representations or warranties that the Site or any electronic communications from Supplier are free from malware, viruses, or other harmful components. Customer is responsible for maintaining appropriate security, backup, and firewall protections.

Section 24. Cumulative Remedies.
All rights and remedies of Supplier under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies available at law, in equity, or under any applicable statute, regulation, or rule. The exercise of any one or more remedies by Supplier shall not preclude the simultaneous or subsequent exercise of any other rights or remedies, whether arising under this Agreement or at law or in equity. Supplier shall be entitled to seek and obtain any and all forms of relief and recovery, including but not limited to actual damages, liquidated damages (if applicable), indemnification, specific performance, injunctive relief, restitution, setoff, and recovery of all attorneys’ fees, expert fees, costs of enforcement, and any other legal or equitable relief to which it may be entitled. Without limiting the foregoing, Supplier shall be entitled to temporary, preliminary, and permanent injunctive relief, as well as orders of specific performance, without the need to post any bond or demonstrate the inadequacy of monetary damages. No failure or delay by Supplier in exercising any right, power, or privilege shall operate as a waiver thereof, nor shall any single or partial exercise by Supplier of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 25. Counterparts; Acceptance; Electronic Signatures.
This Agreement, and any document, communication, or transaction executed or entered into in connection herewith, may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement or any related document by electronic means (including email transmission or electronic signature services) shall be deemed valid and binding to the same extent as a manually signed original. Without limiting the foregoing, Customer’s acceptance of these Terms and Conditions may also be evidenced by any clickwrap, click-through, or other electronic assent mechanism presented by Supplier or its website, or by Customer’s submission of a Proposed Order or procurement of any Offering, all of which shall constitute conclusive acceptance of this Agreement by Customer. Supplier shall not be required to produce an original signature or other form of acceptance to enforce any provision of this Agreement against Customer.

Section 26. Interpretation.
Unless the context otherwise requires, all references in this Agreement to the singular shall be deemed to include the plural, and vice versa; references to any gender shall include all genders and non-binary identities; and references to a particular tense shall include all other tenses. The words “hereof,” “herein,” “herewith,” and words of similar import shall, unless otherwise specified, refer to this Agreement as a whole and not to any particular section, clause, or provision. The terms “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation,” whether or not so stated. The headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision. References to “person” or “party” shall include individuals, corporations, limited liability companies, partnerships, associations, government entities, and other legal or business entities of any kind. Any references to laws, regulations, or statutes shall be deemed to include all amendments, restatements, and replacements thereof. This Agreement shall be construed fairly and not strictly for or against either party, regardless of which party drafted it.

Section 27. Notices.
All notices shall be in writing and shall be served in person, by overnight delivery or express mail, by certified mail or by electronic transmission. Service shall be deemed conclusively made: (i) at the time of service, if personally served; (ii) twenty-four (24) hours (exclusive of weekends and national holidays) after delivery if by overnight delivery or express mail; (iii) upon the earlier of actual receipt or three (3) calendar days after deposit in the United States regular mail, properly addressed and postage prepaid, return receipt requested; and (iv) one (1) business day after email or other electronic transmission. 

Any notice or demand to Supplier shall be given to:

Internet Rigging USA, LLC
c/o Bruce Yoder
4700 N. Pearl Street, Jacksonville, FL 32206

Any notice to Customer shall be given at the address appearing on the Order, unless and until a different address has been designated by written notice to the other party. Any party may change its address for the purpose of receiving notices, demands and other communications by a written notice given in the manner set forth above to the other party.