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WEB SITE TERMS OF USE AGREEMENT

Effective: March 11, 2020

Distribution International, Inc. ( “DI,” “we,” “us,” or “our”) owns and operates the web site located at www.distributioninternational.com, including all subsidiary web pages (the “Web site”). The terms and conditions outlined in this agreement (the “Agreement”) describe the terms for using this Web site, including all subsidiary websites, and are legally binding. Please read the Agreement carefully before you start to use our Web site.

1. Acceptance of Agreement.

By using our Web site, you accept and agree to be bound and abide by the Agreement and our Privacy Policy. Our Web site is offered and available to users who are 16 years of age or older. If you do not meet this requirement, you must not access or use our Web site. We may revise and update the Agreement from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of our Web site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

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

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Web site.
  • Ensuring that all persons who access the Web site through your internet connection are aware of this Agreement and comply therewith.

It is a condition of your use of the Web site that all the information you provide on the Web site is correct, current, and complete. You agree that all information you provide to register with this Web site or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

2. Intellectual Property Rights.

Our Web site and its contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Our company name, logo, URL, and all related names, logos, product and service names, designs, and slogans are trademarks, trade names, services marks or logos (the “Marks”) of DI or its affiliates or licensors. You may not use such Marks without the prior written permission of DI or its affiliates or licensure. All other names, logos, product and service names, designs, and slogans on our Web site are the Marks of their respective owners. Ownership of all such Marks and the goodwill associate therewith remains with us or our affiliates. All rights not expressly granted are reserved.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Web site for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Web site in breach of the Agreement, your right to use the Web site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Web site or any content on the Web site is transferred to you, and all rights not expressly granted are reserved by the DI.

3. Trademarks.

Our company name, logo, URL, and all related names, logos, product and service names, designs, and slogans are trademarks, trade names, services marks or logos (the “Marks”) of DI or its affiliates or licensors. You may not use such Marks without the prior written permission of DI or its affiliates or licensure. All other names, logos, product and service names, designs, and slogans on our Web site are the Marks of their respective owners. Ownership of all such Marks and the goodwill associate therewith remains with us or our affiliates. All rights not expressly granted are reserved.

4. Limited License; Permitted Uses.

You are granted a non-exclusive, non-transferable, revocable license to: (a) access and use the Web site strictly in accordance with this Agreement; (b) use the Web site solely for internal, personal, non-commercial purposes; and (c) print out discrete information from the Web site solely for internal, personal, non-commercial purposes and provided that you maintain all copyright and other policies contained therein.

5. Restrictions and Prohibitions on Use.

Your license to access and use of the Web site and any information, materials or documents (collectively, and individually, “Content and Materials”) therein are subject to the following restrictions and prohibitions on use:You may not:

  • Copy, print (except as permitted by Section 4), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Content and Materials retrieved therefrom.
  • Use the Web site or any materials obtained from the Web site to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism.
  • Create compilations or derivative works of any Content and Materials from the Web site.
  • Use any Content and Materials from the Web site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties.
  • Remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Web site.
  • Make any portion of the Web site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future.
  • Remove, decompile, disassemble or reverse engineer any Web site software or use any network monitoring or discovery software to determine the Web site architecture.
  • Use any automatic or manual process to harvest information from the Web site.
  • Use the Web site for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions.
  • Use the Web site in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

6. Monitoring & Enforcement; Termination.

We have the right to:

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Web site.
  • Terminate or suspend your access to all or part of the Web site for any or no reason, including without limitation, any violation of this Agreement.
  • Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.

YOU WAIVE AND HOLD HARMLESS DI AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

7. Reliance on Information Posted.

The information presented on or through the Web site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Web site, or by anyone who may be informed of any of its contents.

The Web site may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and or reporting services. All statements and or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by DI, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of DI. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

8. Linking to the Site.

You may provide links to the Web site, provided: (a) that you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Site, (b) your site does not engage in illegal or pornographic activities, or otherwise damages our reputation or take advantage of it, and (c) you discontinue providing links to the Web site immediately upon request by us.

9. Advertisers.

The Web site may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Web site is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser’s or sponsor’s materials.

10. Registration.

Certain sections of, or offerings from, the Web site may require you to register. If registration is requested, you agree to provide us with accurate, complete registration information. Your registration must be done using your real name and accurate information. Each registration is for your personal use only and not on behalf of any other person or entity. We do not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users on a network.You are responsible for preventing such unauthorized use.

11. Use of Information.

We reserve the right, and you authorize us, to the use and assignment of all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, a "Submission") will forever be our property. We will not be required to treat any Submission as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

12. Third-Party Services.

We may allow access to or advertise certain third-party product or service providers ("Merchants") from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.

13. Third-Party Merchant Policies.

All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on any Merchant sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

14. Privacy Policy.

Our Privacy Policy, as it may change from time to time, is a part of this Agreement.

15. Payments.

You represent and warrant that if you are purchasing something from us or from Merchants that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

16. Securities Laws.

The Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends," "will" and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.

17. Copyrights and Copyright Agents.

We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Site;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.Our Copyright Agent for Notice of claims of copyright infringement on the Site can be reached by directing an e-mail to the Copyright Agent at info@distributionintl.com

18. Information and Press Releases.

The Site contains information and press releases about us. We disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.

19. Legal Compliance.

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the Content and Materials provided therein.

20. Refund and Return Policy.

To the extent that you purchase any goods or services directly from us, we will refund you your purchase price within 30 days of you notifying us in writing of your desire for the refund, together with the reason for the request, with the product or service returned to us in substantially the same condition as when purchased. Please note , however, that certain products and services mentioned on our site are sold by third parties or are linked to third party Web sites, and we have no responsibility or liability for those products or services. You may request a refund by contacting us by email at info@distributionintl.com. You may obtain any additional information concerning our refund and return policy, including our mailing address, by contacting us at info@distributionintl.com

21. No Warranties; Limitation of Liability.

THIS WEB SITE AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WEB SITE IS CONTINUALLY UNDER DEVELOPMENT, AND WE RESERVE THE RIGHT TO REVISE OR REMOVE ANY PART OF THE WEB SITE OR THE AVAILABILITY OF THE SERVICE IN OUR SOLE DISCRETION AT ANY TIME AND WITHOUT PRIOR NOTICE TO YOU. WITHOUT LIMITATION, DI AND ITS THIRD PARTY PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE OWNERSHIP, ACCURACY, ADEQUATELY OF THE WEB SITE, CONTENT OR SERVICES.

YOU AGREE THAT NEITHER DI OR ANY OF ITS PROVIDERS SHALL BE LIABLE FOR ANY DAMAGE RESULTING FROM YOUR USE OF THE WEN SITE OR INABILITY TO USE THE WEB SITE OR SERVICES. THIS PROTECTION COVERS CLAIMS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND ANY OTHER LEGAL THEORY. THIS PROTECTION COVERS DI AND ITS PROVIDERS, INCLUDING ALL RESPECTIVE AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS. THIS PROTECTION COVERS ALL LOSSES INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION. THE TOTAL CUMULATIVE LIABILITY OF DI AND ITS THIRD PARTY PROVIDERS, INCLUDING ALL AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, IF ANY, FOR LOSSES OR DAMAGES SHALL BE LIMITED TO THE AMOUNT OF YOUR ACTUAL DAMAGES, NOT TO EXCEED THE AMOUNT OF FEES PAID BY YOU TO DI FOR THE SERVICES. THE LIMIT OF LIABILITY MAY NOT BE EFFECTIVE IN SOME STATES. IN NO EVENT SHALL DI OR ITS THIRD PARTY PROVIDERS, INCLUDING ALL RESPECTIVE AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THAN THE AMOUNT DESCRIBED ABOVE. ALL OTHER DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RESULTING FROM ANY USE OF THE WEB SITE OR CONTENT ARE EXCLUDED EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU USE THE WEB SITE AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE WEB SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM.

22. Indemnification.

You hereby indemnify DI and its subsidiaries, affiliates, officers, directors, employees and agents as well as any third party providers of the Web site and hold harmless against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by DI to a third party in settlement of a claim or dispute on the advice of DI legal advisers) incurred or suffered by DI arising out of any breach by you of any provision of this Agreement, your misuse of the Web site or arising out of any claim that you have breached any provision of these Terms.

23. Miscellaneous.

Any cause of action by you with respect to the Site (and/or any information, Documents, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger.Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.Our rights under this Agreement shall survive any termination of this Agreement. The Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Web site and its content, products, or services.

24. Law and jurisdiction; Interpretation.

The Agreement is governed by and construed in accordance with laws of the State of Texas and federal laws of the United States of America. If any provision of the Agreement is determined to be invalid under any applicable statute or rule of law, such provision is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

25. Arbitration.

Any legal controversy and or legal or equitable claim arising out of or relating to this Agreement or our services, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, Web site operations, intellectual property, and our services, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of JAMS. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Texas and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or us may seek any interim or preliminary relief from a court of competent jurisdiction in Houston, TX necessary to protect the rights or property of you and us pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through JAMS Using our site, you are agreeing to comply with and be bound by the following terms of use.

CONTACT INFORMATION

If there are any questions regarding the Agreement, you may contact us using the information below:

www.distributioninternational.com

info@distributionintl.com

713-428-3700