General Terms and Conditions of Use of Web Site

Thank you for visiting the web site of DistroDirect LLC (“DistroDirect”) at http://www.distrodirect.com (the “Web Site”) and reviewing the terms and conditions applicable to visiting and use of the Web Site (the “Web Site Terms of Use”).

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THE WEB SITE. BY VISITING OR USING THE WEB SITE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT USE THE WEB SITE.

Please also refer to the Web Site’s Privacy Policy and the Terms and Conditions of Sale in connection with your rights and obligations when visiting the Web Site and/or placing any orders.

The Web Site is owned by DistroDirect and is currently provided free of charge to users who agree to abide by the Web Site’s terms and conditions. DistroDirect reserves the right to change the nature of this relationship at any time, and to revise these terms and conditions from time to time as DistroDirect sees fit. Users who violate the Web Site’s terms and conditions may be banned from use of the Web Site. Users of the Web Site should check these terms and conditions from time to time, as modifications, amendments, or changes may occur at the discretion of DistroDirect. By using the Web Site after changes are posted to the Web Site, including changes to the terms of conditions made part of the Web Site Terms of Use, you agree to accept those changes, whether or not you actually reviewed them.

Children younger than thirteen (13) years of age should not use this Web Site. Use of the Web Site shall be deemed a representation that the user is thirteen (13) years of age or older. Individuals who have not yet attained the age of eighteen (18) should be supervised by a parent or guardian when using this Web Site. A parent or guardian of any individual under the age of eighteen (18) must place any orders in writing with DistroDirect. While DistroDirect reserves the right to confirm or otherwise verify any personal information of any individual submitting a order to DistroDirect, DistroDirect shall not be obligated to do so, and any purchase order placed with DistroDirect shall be deemed to be a representation that the ordering party is eighteen (18) years of age or older.

DistroDirect may, in its sole discretion, terminate, ban or suspend your access to all or part of the Web Site for any reason, including, but not limited to, breach of the Web Site’s terms and conditions. In the event that these terms and conditions are terminated, the restrictions regarding the products, their copyrights and trademarks appearing on the Web Site, together with the disclaimers of warranties and representations, limitations of liability, and indemnification by you shall survive any such termination.

If you are unsatisfied with DistroDirect as a result of using this Web Site, your sole remedy shall be to terminate your use of the Web Site.

Copyright Laws

The materials found on the Web Site are protected by the laws of the United States of America, the Commonwealth of Virginia, and applicable conventions and treaties, as applicable. The selection, arrangement and presentation of the material herein, including but not limited to the site design, text, and graphics (including information in the public domain), are copyrighted © 2007 by DistroDirect LLC. ALL RIGHTS RESERVED. Permission is granted to view and print materials from http://www.distrodirect.com and any web pages ancillary thereto solely for the purpose of printing a hard copy of portions thereof in connection with the placing of an order with DistroDirect. Any other copying, distribution, retransmission or modification of information or materials on this site, whether in electronic or hard copy form, without the express prior written permission of DistroDirect, is strictly prohibited.

Trademarks

DistroDirect and its respective designs and/or logos are either trademarks or registered trademarks of DistroDirect LLC. These designs and/or logos may not be copied, imitated or used in whole or in part without the prior written permission of DistroDirect. Additionally, page headers, trade dress, and/or custom graphics may not be copied, imitated, or used, in whole or in part, without the prior written permission of DistroDirect. Additional trademarks, registered trademarks, product names, company names, or logos mentioned herein are the property of their respective owners.

Web Site’s Users

By using this Web Site, you agree that you will not transmit via or through the Web Site any information, data, text, files, links, software, chat, communication or other materials that is, or which DistroDirect considers to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, racially or ethnically hateful or otherwise objectionable; an attempt to transmit any virus, “trojan horse” or other software destruction or disruption device; intentionally or unintentionally violates any applicable local, state, national or international law, including, but not limited to, regulations that have the force of law while using or accessing the Web Site, or in connection with your use of the Web Site, in any manner; or an invasion of the privacy or violation of any personal or proprietary right (including intellectual property rights) of any person or entity. You may not use the Web Site in violation of U.S. export laws and regulations.

Privacy

DistroDirect maintains a Privacy Policy that is a component of its Website. Please consult DistroDirect’s Privacy Policy as to the gathering, use, and retention of personal information.

Cookies

As part of accessing this Web Site, a “cookie” may be placed on your browser. Cookies are small data files that are stored on your computer’s hard drive. In the course of delivering any online advertisements to you, a unique third-party “cookie” may be placed on your browser, as applicable.

Third Party Links

Any other website accessed from this Web Site is independent from DistroDirect, and DistroDirect has no control over the content of that other website. In addition, a link to any other website does not imply that DistroDirect endorses or accepts any responsibility for the content or use of such other website. In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by DistroDirect of that third party or of any product or service provided by a third party. DistroDirect makes no claim or representation about, and accepts no responsibility for, the quality, content, nature, accuracy, decency, or reliability of any website accessible from, or linked to or from, this Web Site.

Product Information

The prices displayed or shown on the Web Site for products and services incidental thereto are subject to change without notice. Availability of products and services incidental thereto also are subject to change without notice. DistoDirect attempts to display all products on the Web Site accurately; however, because of the technical differences in the equipment of suppliers, customers and technical support, we cannot be responsible for photographic differences in size, shape, and color of the products.

In the course of placing an order with DistroDirect, you may receive an e-mail confirming your order; any such e-mail is simply an acknowledgment that we have received your requested order and does not constitute an offer to sell. DistroDirect reserves the right to limit the quantity of any item or product sold. DistroDirect may cancel, terminate, or prohibit a sale altogether, including the prohibition of any sale or sales to resellers.

DISCLAIMER OF ALL WARRANTIES

THE WEB SITE IS PROVIDED BY DISTRODIRECT ON AN “AS IS” AND “AS AVAILABLE” BASIS.

DISTRODIRECT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO (1) THE OPERATION OF THE SITE, (2) THE QUALITY, ACCURACY, COMPLETENESS OR VALIDITY OF ANY MATERIALS ON THE SITE, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE, OR (3) WHETHER THE FUNCTIONS CONTAINED ON THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.

DISTRODIRECT HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

DISTRODIRECT IS NOT RESPONSIBLE FOR PRINTING OR TYPOGRAPHICAL ERRORS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK.

LIMITATION OF LIABILITY

IN NO EVENT WILL DISTRODIRECT, THE WEB SITE OR DISTRODIRECT’S MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, THEIR SUCCESSORS, HEIRS, PERSONAL REPRESENTATIVES AND/OR ASSIGNS OF SAME BE PERSONALLY, INDIVIDUALLY, AND/OR JOINTLY LIABLE FOR (1) ANY INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEB SITE, THE MATERIALS OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE WEB SITE OR DOWNLOADED FROM THE WEB SITE, EVEN IF THE WEB SITE OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (2) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE, THE MATERIALS AND/OR LISTINGS OR INFORMATION DOWNLOADED THROUGH THE WEB SITE.

SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE WEB SITE'S LIABILITY IS LIMITED TO THE GREATEST EXTENT SUCH LIMITS ON LIABILITY ARE PERMITTED BY LAW.

Indemnification

By using this Web Site, you agree to indemnify and hold harmless DistroDirect, its members, managers, officers, employees, agents, attorneys, successors, heirs, personal representatives, and assigns of same for any and all claims, damages, losses, liabilities and causes of action (including expenses and actual attorneys’ fees) incurred by them arising out of, in connection with, or relating to your use of the Web Site, together with any breach or alleged breach by you of the terms and conditions made part of the Web Site Terms of Use (including, without limitation, claims made by third parties for infringement of intellectual property rights) and the Web Site’s Privacy Policy. Further, you agree to cooperate as fully as reasonably required in the defense of any such claim or claims. DistroDirect may, but shall not be required to, assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Third Party Representations Not Endorsed by DistroDirect

The Web Site may also contain facts, views, opinions, statements, and recommendations of third party individuals, entities and organizations. DistroDirect does not represent, warrant or endorse the accuracy, timeliness, or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Web Site. You acknowledge that any reliance on any such opinion, advice, statement, or information will be at your sole risk.

Governing Law

This Web Site (excluding any linked sites) is controlled by DistroDirect from our offices within the Commonwealth of Virginia, United States of America. It can be accessed from all 50 states of the U.S.A., as well as from other countries around the world. As each of these places has laws that may differ from those of the Commonwealth of Virginia, by accessing this Web Site, both you and DistroDirect agree that the laws of the Commonwealth of Virginia (but without application of the conflicts of law principles thereof) shall govern your use of the Web Site and any and all terms and conditions made part of the Web Site Terms of Use. These terms and conditions made part of the Web Site Terms of Use shall be construed without regard to any presumption or other rule requiring construction against the party drafting the terms and conditions. No use, term, condition, or other part of the Web Site shall be governed by the United Nations Convention on Contracts for the International Sale of Goods or any amendments, modifications, or protocols thereto.

DistroDirect makes no representation that any products and services available through this Web Site are appropriate or available for use in locations outside of the United States of America, and accessing them from territories where such products and services are illegal is prohibited. Those who choose to access this Web Site from other locations do so on their own initiative, at their own risk, and are responsible for compliance with local laws, as applicable.

DISPUTES; ARBITRATION; VENUE; WAIVER OF TRIAL RIGHT; INJUNCTION

EXCEPT FOR CERTAIN INJUNCTIVE RELIEF AS PROVIDED BELOW, ANY AND ALL CLAIMS, DISPUTES OR CONTROVERSIES, WHETHER STATUTORY OR BASED ON COMMON LAW, AT LAW OR IN EQUITY, BETWEEN YOU AND DISTRODIRECT, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, SUCCESSORS, HEIRS, PERSONAL REPRESENTATIVES, AND ASSIGNS OF SAME SHALL BE RESOLVED EXCLUSIVELY BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS RULES AND PROCEDURES THEN IN EFFECT. THIS AGREEMENT SHALL NOT BE CONSTRUED TO PERMIT CLASS-WIDE ARBITRATION OF ANY CLAIM, DISPUTE OR CONTROVERSY. THE DETERMINATION OR AWARD RENDERED THEREIN SHALL BE BINDING AND CONCLUSIVE UPON THE PARTIES. A SINGLE ARBITRATOR SHALL PRESIDE OVER THE ARBITRATION, UNLESS BOTH OF US AGREE IN WRITING TO SUBMIT A CLAIM TO MORE THAN ONE ARBITRATOR. THE ARBITRATOR SHALL HAVE THE AUTHORITY TO GRANT ANY RELIEF AUTHORIZED BY LAW AND TO RESOLVE ALL CLAIMS COVERED BY THIS AGREEMENT, INCLUDING ANY ISSUES INVOLVING THE ARBITRABILITY OF A CLAIM OR THE INTERPRETATION AND/OR CONSTRUCTION OF THIS AGREEMENT OR THIS PROVISION, THE RESOLUTION OF WHICH SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT. INFORMATION MAY BE OBTAINED AND FORMS MAY BE FILED ELECTRONICALLY AT WWW.ADR.ORG OR AT ANY OFFICE OF THE AMERICAN ARBITRATION ASSOCIATION OR BY MAIL AT 2200 CENTURY PARKWAY, SUITE 300, ATLANTA, GEORGIA 30345. ANY ARBITRATION HEARING SHALL TAKE PLACE IN FAIRFAX COUNTY, VIRGINIA. YOU AND DISTRODIRECT EXPRESSLY AGREE TO WAIVE ANY RIGHT TO TRIAL BY JUDGE OR JURY. YOU AND DISTRODIRECT SHALL INITIALLY BEAR YOUR OWN FILING AND ADMINISTRATIVE FEES IN ARBITRATION. THE PARTY TO SUBSTANTIALLY PREVAIL IN THE ARBITRATION SHALL BE ENTITLED TO ITS REASONABLE ATTORNEY’S FEES AND COSTS INCURRED. ANY ARBITRATION AWARD SHALL BE ENFORCEABLE IN ANY COURT OF COMPETENT JURISDICTION. IF YOU ARE A BUSINESS OR A LIMITED LIABILITY ENTITY, THE COMMERCIAL RULES OF THE AAA THEN IN FORCE SHALL APPLY TO THE ARBITRATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN THE EVENT THAT ANY ACT OR OMISSION BY YOU COULD CONSTITUTE IRREPARABLE HARM OR INJURY TO THIS WEB SITE OR DISTRODIRECT, DISTRODIRECT MAY SEEK INJUNCTIVE RELIEF AGAINST YOU IN COURT. IN SUCH A CASE, YOU HEREBY AGREE TO ACCEPT AND SUBMIT TO THE PERSONAL JURISDICTION OF THE FAIRFAX COUNTY CIRCUIT COURT, VIRGINIA.

STATUTE OF LIMITATION

ANY CLAIM OR CAUSE OF ACTION BROUGHT BY YOU AGAINST DISTRODIRECT, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, SUCCESSORS, HEIRS, PERSONAL REPRESENTATIVES, AND ASSIGNS OF SAME MUST BE INSTITUTED NOT LATER THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES OR BE DEEMED FOREVER WAIVED AND BARRED.

Severability

If any provision of these terms and conditions made part of the Web Site Terms of Use shall be deemed void, unlawful, or otherwise unenforceable for any reason, that provision will be severed to give full force and effect to the remaining provisions hereof.

Entire Agreement

These terms and conditions made part of the Web Site Terms of Use constitute the entire agreement between you and DistroDirect concerning your use of the Web Site. No oral modification of any provisions hereof shall be effective to alter, amend, or waive these terms and conditions. These Web Site Terms of Use may only be modified or amended by a writing signed by a Member and Manager of DistroDirect that is both intended to be and designated as a formal amendment hereof. Please refer to the Web Site’s Privacy Policy and the Terms and Conditions of Sale as to the subject matter thereof.