Last updated June 13, 2024

JSL Partners, Inc.

Product Purchase, Confidentiality, and Client Portal Agreement

PLEASE CAREFULLY READ THIS PRODUCT PURCHASE, CONFIDENTIALITY, AND CLIENT PORTAL AGREEMENT BEFORE USING, VISITING, OR BROWSING THE JSL CLIENT PORTAL (DEFINED BELOW), BEFORE REGISTERING OR OPENING AN ACCOUNT, OR BEFORE ORDERING ANY OF OUR PRODUCTS OR SERVICES.

This Product Purchase, Confidentiality, and Client Portal Agreement (“Agreement”) constitutes a binding contract between, on the one hand, your company/employer and you (sometimes collectively referred to herein as “You” or “you”, “Your” or “your”, “Client” or “User”), and, on the other, JSL Partners, Inc. (sometimes referred to herein as “JSL”, “Company” “we”, or “our”). JSL and Client are sometimes referred to herein collectively as the “Parties” and each, separately, as a “Party.”

BY CLICKING THE “ACCEPT” BUTTON, OR BY REGISTERING OR OPENING AN ACCOUNT WITH JSL, BY REQUESTING OR ORDERING ANY JSL PRODUCTS OR SERVICES, BY OTHERWISE ACCESSING THIS WEB ADDRESS WHICH REFERENCES THIS AGREEMENT, BY USING, VISITING, OR BROWSING THE JSL PORTAL, OR BY ACCESSING OR RECEIVING ANY INFORMATION FROM JSL BY MEANS OF THE JSL PORTAL OR USING ANY SUCH INFORMATION: (A) YOU/CLIENT ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT, (B) YOU/CLIENT ACCEPT AND ARE AGREEING TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT FOR CLIENT AS IF A PAPER COPY OF THIS AGREEMENT HAD BEEN MANUALLY EXECUTED, AND YOU/CLIENT UNDERSTAND AND INTEND TO ENTER INTO THIS AGREEMENT ELECTRONICALLY. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF CLIENT AND BIND CLIENT TO ITS TERMS.

IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU/CLIENT ARE NOT PERMITTED TO ACCESS, USE, VISIT, OR BROWSE THE PORTAL OR REGISTER OR OPEN AN ACCOUNT OR ORDER ANY OF OUR PRODUCTS OR SERVICES BY MEANS OF THE PORTAL.

THIS AGREEMENT MAY CHANGE FROM TIME TO TIME IN JSL’S DISCRETION, AND YOU AGREE IT IS YOUR SOLE RESPONSIBILITY TO BE AWARE OF THE CURRENT VERSION OF THIS AGREEMENT.

1. AGREEMENT.

1.1. Except to the extent that Client and JSL have entered into a written agreement signed by an authorized JSL representative expressly stating to the contrary, this Agreement applies and governs (a) when and whenever Client views or uses the portal found at, and any and all websites, mobile applications associated with, the domain jslpartners.my.site.com (collectively, “Portal”), whether as a guest or as a registered user, (b) Client’s receipt, use, and/or handling of any information, products, content, services, information, or materials received from JSL, whether or not contained or listed on or made available on or through our Portal or otherwise, and (c) as set forth in Section 1.2 below or elsewhere in this Agreement.

1.2. As to any product purchase or sale or other transaction between JSL and Client for Client's purchase of any JSL products (“Products”) this Agreement shall govern (together with a Client purchase order if and as accepted by JSL, a JSL order acknowledgment, another agreement signed by JSL, and/or a JSL invoice, as applicable to that transaction). Nothing from JSL, including but not limited to any quotes, acknowledgements, confirmations, or invoices (whether preliminary or final), shall constitute an acceptance of any provision in any purchase order or other document of Client that conflicts with any of the terms of this Agreement or of JSL's other documents.

2. PRODUCT PURCHASE TERMS AND CONDITIONS.

2.1. Orders. Client will submit written purchase orders for Products to JSL containing complete information regarding Product quantity, requested delivery dates, requested shipping instructions and requested shipping addresses (each, an “Order”). In all communications, Client and JSL may employ their standard forms or as allowed by means of the Portal, but nothing in those forms will be construed to modify or amend the terms and conditions of this Agreement, and, in the case of any conflict herewith, the terms and conditions of this Agreement will control. Any terms and conditions set forth in any Order, or any other correspondence from Client, which are in addition to or inconsistent or in conflict with this Agreement will be of no force or effect unless specifically agreed to in a writing signed by JSL that expressly references such terms. All Orders for Products shall be subject to acceptance by JSL through use of a written JSL sales or order acknowledgment or pro forma (each, an “acknowledgment”). Until an Order is so accepted, JSL shall have no obligation to fill that Order. In the event that JSL submits to Client proposed modifications to any Order, such modifications shall be deemed accepted by Client within three (3) business days after receipt unless specifically rejected by Client in writing, and such modified Order shall be deemed an accepted Order as modified. Any Order accepted by JSL or deemed an accepted Order hereunder is sometimes referred to herein as an “Accepted Order.”

2.2. Payment Terms. Products shall be invoiced at the prices provided in the applicable Accepted Order, and payment shall be due as agreed (or, if not, as set forth in the applicable JSL invoice). Client shall be solely responsible for any sales, excise, import, export or other duties, levies or taxes imposed upon the Products or the sale or purchase thereof by any governmental authority other than taxes levied on JSL's income. If Client delays delivery of any Products, JSL reserves the right to submit, and Client shall pay, invoices for such Products as if delivery had been made on the originally estimated delivery date. In addition, Client shall pay all reasonable storage and other expenses incurred or charged by JSL as a result of such delay. Client agrees to pay interest on any payment due at a rate of one percent (1%) per month, to accrue from the date such payment is due until paid in full; provided, however, that if such rate exceeds the maximum rate permitted under applicable law, then interest shall be charged at the maximum rate permitted under such law. In addition, Client agrees to pay all costs, including collection agency costs and fees, court costs, and reasonable attorneys' fees, incurred by JSL in collecting and/or seeking to collect any or all amounts due from Client. Checks or payments, whether full or partial, received from or for the account of Client, regardless of writings, legends, or notations upon such checks or payments, or regardless of other writings, statements, or documents, shall be applied by JSL against the amount owing by Client with full reservation of all JSL's rights, and without an accord and satisfaction of Client's liability.

2.3. Inspection; Acceptance. Client shall conduct any desired inspection of any Products immediately at the time Products are first made available to Client. Client shall immediately provide written notice to JSL of any claimed damage to the Products. No claim for damages for non-conforming or defective Products or services will be allowed unless Client provides JSL with written notice of the claim within five (5) business days of the date the Products/services were first made available to Client or Client's customer. To assert such a claim, Client must first (a) at JSL's request, return to JSL all Products claimed to be non-conforming, and (b) provide reasonable evidence to support the claim, including, if requested by JSL, results of diagnostic tests, evaluations, and investigations performed by Client. No claims of, rejections of, or returns for non-conforming Products will be permitted unless Client fully cooperates with JSL's technical personnel to determine the cause of the asserted non-conformance.

3. LIMITED WARRANTY; LIMITATIONS OF LIABILITY AND DAMAGES.

3.1. JSL warrants that all Products to be delivered to Client pursuant to this Agreement will: (a) be free from defects in material and workmanship; (ii) conform to any JSL-agreed Product specifications; (c) be of proper quality (i.e., show the qualities and performance which may be considered typical or normal for the Products of the same category given the nature of the Products); and (d) be in compliance with applicable federal, state or local laws, rules or regulations (including, but not limited to, any applicable health, safety or environmental laws, regulations or ordinances of any applicable state or other government authority). The warranties provided herein shall be the sole warranties regarding the Products, which shall be valid until the expiry date of the Products or, in the absence of an expiration date, for a period of two (2) years from the date of delivery of the Products, but in any event only to the extent that such Products have not been altered, modified, contaminated, damaged, stored in conditions other than as are generally accepted as proper for such type of Products, or misused subsequent to initial JSL delivery. JSL SHALL IN NO EVENT BE LIABLE TO ANY PERSON OR FIRM (INCLUDING ANY ASSIGNEE OF CLIENT) EXCEPT CLIENT AND THEN, ONLY TO THE EXTENT TO THE EXTENT SET FORTH IN THIS AGREEMENT. ANY WARRANTIES AND REMEDIES PROVIDED BY JSL HEREIN ARE EXCLUSIVE AND, TO THE EXTENT ALLOWED BY APPLICABLE LAW, ARE IN LIEU OF ALL OTHER REMEDIES, WARRANTIES, OR REPRESENTATIONS BY JSL, WHETHER SUCH ARE EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL OTHER OBLIGATIONS AND/OR LIABILITIES, WHETHER IN CONTRACT, IN TORT, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

3.2. Client shall notify JSL in writing not more than ten (10) days after delivery of any Product if Client has any knowledge, information, or belief that JSL has breached any of the warranties described in Section 3.1 above, and failure to do so shall constitute a waiver of that warranty. If any Product does not conform in all material respects with the warranties as provided in Section 3.1 above, JSL's sole obligation hereunder or otherwise shall be, at JSL's sole option, to replace or repair such Product without charge, or to credit Client's account for the Product price and freight charges actually paid. Notwithstanding anything to the contrary, Client may not terminate this Agreement if JSL timely provides such replacement or repair or credit. The disposition of defective Products will be determined by JSL. JSL will pay all freight charges for replacement Products. The warranties are not transferable and are not intended to become the basis of any bargain upon the resale or distribution of Products by Client. This limited warranty shall be void if (a) Client or anyone else alters or modifies the Products in any manner without JSL's prior express written approval, or (b) Client or anyone else fails to follow any recommended maintenance or use procedures for the Products. IN NO EVENT SHALL JSL BE LIABLE FOR ANY LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SALES, LOSS OF REVENUE, OR OTHER FINANCIAL LOSS, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES TO OTHER PROPERTY, INCONVENIENCE, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SALES, LOSS OF REVENUE OR OTHER FINANCIAL LOSS, DEMURRAGE CHARGES, COST OF SHIPMENT, ANY OTHER DAMAGES RESULTING FROM DELAY IN DELIVERY, LOSS OF USE OR DELAY IN USE OF PRODUCTS, OR ANY CLAIMS FOR DAMAGES TO PERSON OR PROPERTY, EVEN IF JSL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JSL'S MAXIMUM LIABILITY TO CLIENT, IF ANY, AS TO ANY PRODUCT SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT FOR SUCH SPECIFIC PRODUCT THAT GIVES RISE TO THE CLAIM. THE ESSENTIAL PURPOSE OF THIS PROVISION AND THE LIMITATIONS OF WARRANTY AND DAMAGES ABOVE IS TO LIMIT THE LIABILITY OF JSL IN ANY WAY ARISING OUT OF JSL's PROVISION OF PRODUCTS TO CLIENT. THE PARTIES ACKNOWLEDGE THAT SUCH LIMITATIONS ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED IN CONNECTION WITH THE SALE OF THE PRODUCTS, AND THAT IN THE ABSENCE OF SUCH LIMITATION, SUCH CONSIDERATION WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. No sales representative or other person is authorized to give any additional warranties on JSL's behalf or to assume for JSL any other liability in connection herewith.

4. INTELLECTUAL PROPERTY.

4.1. As between the Parties, JSL is and shall remain the owner (or, as the case may be, the authorized licensee) of all intellectual property rights in, to, or related to the Products, including any Product improvements, enhancements, or modifications that are developed, conceived or introduced to practice in connection with this Agreement, the Products or the Parties' relationship. Client shall not use any of JSL's intellectual property without JSL's prior express written authorization.

5. JSL CONFIDENTIAL INFORMATION.

5.1. Confidential Information. Client may have access to information that is confidential to JSL. "Confidential Information" means information of or received from JSL that is not generally known to the public, which information may include, but is not limited to, know-how, trade secrets, intellectual property, inventions, formulae, products, specifications, employee information, sources of supply and other supplier information, methods of manufacture, product information, business or marketing plans, financial and technical information, Product programs, pricing programs, pricing methods and policies, price lists, and business and marketing strategies. Information will be considered to be Confidential Information under this Agreement, no matter when or how provided by JSL to Client or received by Client, whether provided in writing or orally to the extent that Client should reasonably have understood that the information being disclosed was Confidential Information of JSL, and whether or not it has been marked, identified, or designated as confidential by JSL at the time of disclosure.

5.2. Restrictions. Client agrees to use JSL's Confidential Information disclosed hereunder only to the extent reasonably necessary to perform its obligations under this Agreement to maintain all Confidential Information received from JSL as confidential, and exercise reasonable precautions to prevent unauthorized access to or use of the same, but under no circumstances use less than reasonable care, and not to disclose the Confidential Information to any third party other than its employees, customers, or contractors who have a legitimate need to know for the purposes contemplated herein and who are bound by written agreements or statutory obligations that are at least as protective of the Confidential Information as the restrictions in this Agreement. Client shall remain liable and responsible for any unauthorized disclosure or use of Confidential Information and all damages arising therefrom. Client shall promptly notify JSL in writing of any actual or suspected misuse or unauthorized disclosure of JSL's Confidential Information.

5.3. Non-Interference; Non-Circumvention. Client acknowledges that JSL has expended considerable resources in gaining and developing proprietary knowledge and information about, and in developing relationships with, vendors and other parties. Accordingly, in addition to all of its other obligations under this Agreement or any applicable law, Client agrees and warrants that, during the period of any Client Product purchasing relationship with JSL and for a period of twelve (12) months thereafter, neither Client nor anyone on behalf of Client will: (a) entice, encourage, persuade, or induce (or assist others to do so) any vendors, or suppliers of JSL about which Client received any information from JSL, to direct or transfer any business or patronage away from JSL or otherwise alter their relationship with JSL in any manner adverse to JSL; or (b) enter into any negotiation, contract, business arrangement, or business relationship concerning the actual or potential sale or purchase of any Products, or any products or materials competitive with those offered by JSL, with any vendors, or suppliers of JSL about which Client received any information from JSL; or (c) purchase or seek to purchase any Products, or any products that are substantially the same as Products, from any supplier or vendor of Products to JSL; or (d) induce or attempt to induce any person or persons employed by or associated with JSL (including independent contractors) to discontinue their employment or association with JSL. Client shall be liable to JSL for any and all damages, including but not limited to any and all direct, consequential, and/or incidental damages, and any loss of relationship damages, suffered by JSL as a result of any breach by Client, and JSL also shall be entitled to enforce the provisions of Section 5 by means of injunctive relief. It is provided, however, that this Section 5.3 shall not be deemed as preventing Client from continuing to receive any currently received products or services from any of its current (i.e., as of the Effective Date) suppliers providing them.

5.4. Exceptions. Client will have no liability with regard to any information of JSL which Client can conclusively prove: (a) was in the public domain at the time it was disclosed or has become in the public domain through no fault of (or breach of this Agreement by) Client; (b) was known to Client, without obligation of confidentiality restrictions, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (c) is disclosed with the prior express, specific written approval of Company; (d) is independently developed by Client without any use of Company's Confidential Information; or (v) becomes known to Client, without obligation of confidentiality restrictions, from a source other than Company that has no obligation of confidentiality to Company and without breach of this Agreement by Client and otherwise not in violation of Company's rights. If a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of this Agreement.

5.5. Return of Confidential Information. At the request of JSL, Client shall promptly return (or, at JSL’s option, destroy) all originals, copies, reproductions, and summaries of Confidential Information in the possession of Client or Client-authorized employees, and shall promptly return (or destroy) all copies of any analyses, compilations, studies or other documents prepared by Client or its authorized employees containing or reflecting any Confidential Information, and such return or destruction shall be certified in writing to JSL.

5.6. No Licenses, Warranties or Other Obligations. No license is granted to Client under any patents, copyrights, trademarks, or other proprietary rights of the other. All information provided hereunder is “AS IS” and without warranty. Title and right to possess Confidential Information will remain in and with JSL. Nothing in this Agreement shall obligate JSL to disclose any Confidential Information to Client or to enter into a business relationship or to consummate a transaction with Client.

6. JSL PORTAL

6.1. LICENSE AND ACCESS TO PORTAL

6.1.1. Subject to this Agreement, JSL grants to Client a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to access and use the Portal for the duration of the Term and solely for Client’s internal purposes or as JSL may otherwise expressly authorize in a signed writing.

6.1.2. Client may grant access and use rights to any employee that Client permits to use or access the Portal provided that such employee has a need to use the Portal in the scope and course of their employment with Client (each an “Authorized User”) provided that (a) Client agrees to be responsible for the acts and omissions of all such Authorized Users and (b) all of Client’s obligations under this Agreement will remain in force and undiminished. In connection with an Authorized User’s use of the Portal, JSL may collect certain personal information, which may be used to validate the identity of an Authorized User., Client agrees, acknowledges, represents, and warrants that each Authorized User that accesses or uses the Portal personally consents to the disclosure, collection, storage, and processing of the data provided in connection with the Portal.

6.1.3. Client and each Authorized User will be given a unique user identification (“User ID“) and a corresponding passcode or other access code to enable access and use the Portal. Client agrees to keep its passcode secure and strictly confidential and ensure that all Authorized Users agree to the same. Client agrees to notify JSL immediately of any change in access and/or use rights for any Authorized User. Client acknowledges that Client, and not JSL, is ultimately responsible for the access to its account by Authorized Users; and JSL disclaims all liability resulting from or arising out of the unauthorized access of Client’s account through any User ID assigned to Client or its Authorized Users, or otherwise.

6.2. CONDITIONS OF PORTAL USE; TERMINATION

6.2.1. Client and its Authorized Users are prohibited from using the Portal for any purpose which would violate any provision of this Agreement or would violate any applicable laws, rules or regulations (collectively, “Applicable Law”). By way of example and not limitation, Client and Authorized Users shall not (a) use the Portal or any content to plan, carry out, or engage or participate in any illegal or unlawful activity; (b) use the Portal to store, retrieve, transmit or view any content that: (i) contains any illegal material; (ii) is harassing, libelous, defamatory, abusive, disparaging, threatening, harmful, pornographic, obscene or is otherwise tortious or offensive, as determined by JSL in its sole discretion. (iii) encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violates any Applicable Law; or (iv) contains any viruses, worms, Trojan horses or other malicious code; (d) use the Portal or any content in any manner that violates the intellectual property rights of others, including by copying, publishing, displaying, sharing or distributing any works that are protected by copyrights, without the express consent of the copyright holder; (e) use the Portal for any communication or activity that breaches any duty of confidentiality that Client or any Authorized User owes to anyone; (f) use the Portal to transmit or promulgate any bulk e-mails or spam (whether commercial or non-commercial in nature), chain letters, pyramid schemes, or make any other high volume use that may disrupt the Portal or the networks through which Client or any Authorized User accesses and uses the Portal; (g) access or attempt to access any user account for which Client or any Authorized User has no access authorization, or duplicate, modify, distribute or display any of the data from any such account; (h) copy, modify, or create a derivative work from, reverse engineer, disassemble, decompile, decode, adapt, reverse assemble or otherwise attempt to discover any source code in part or in full; (i) rent, lease, lend, sell, assign, sublicense, distribute, publish, or otherwise transfer any right in the Portal; (j) re-sell any Portal contents, or permit collection (including but not limited to collection via web-scraping); (k) use any device, software, or routine to bypass any code of the Portal or to interfere or attempt to interfere with the proper working of the Portal; (l) take any action that imposes an unreasonable or disproportionately large load on the Portal or its host infrastructure; (m) engage in any automated system or method of data collection from the Portal; (n) disclose, disseminate, reproduce, or publish any portion of the Portal in any manner or permit the same; (o) use the Portal to create derivative products or other derivative works; or (p) disassemble, decompile, manipulate, or reverse engineer any portion of the Portal.

6.2.2. JSL will endeavor to use commercially reasonable efforts to maintain industry standard safeguards reasonably designed to protect the confidentiality and integrity of, and to prevent unauthorized access to or use of data or other information supplied by Client to be used in connection with the Portal that Client provides to JSL (“Client Data”). By using the Portal, Client acknowledges and agrees that the security procedures of the Portal are commercially reasonable and that JSL makes no warranties as to the same and shall have no liability as to the same. Client acknowledges and agrees that access to and use of the Portal is through the World Wide Web or other Internet services are NOT necessarily secure, and JSL does NOT warrant that such systems are secure.

6.2.3. Client shall be responsible for the security of Client’s (and Authorized User’s) use of the Portal and Client Data, and Client shall take and maintain appropriate steps to ensure the security of the Client Data (and the use by Authorized Users) of the Portal. JSL may set cookies on an Authorized User’s computer as identification to permit access to areas of the Portal in place of login and password and to record use of the Portal. 6.2.4. Client acknowledges and agrees that JSL exercises no control whatsoever over the content of Client Data and that Client is solely responsible for determining whether it can disclose Client Data to JSL. Accordingly, JSL hereby disclaims all, and Client acknowledges and agrees that JSL shall not have any, liability of any kind as to the accuracy or usage rights of Client Data. As between the Parties, JSL acknowledges that Client is the exclusive owner of all right, title and interest in and to the Client Data, subject to the terms of this Agreement.

6.2.5. Client acknowledges that as between Client and JSL, JSL is the exclusive owner of all right, title and interest in and to (the following, inclusively “JSL Materials”): (a) the Portal; (b) any pre-existing invention, discovery, original works of authorship, developments, improvements, trade secrets, concepts or other proprietary information or intellectual property right developed and/or owned by JSL or JSL’s affiliates, employees, subcontractors, staff, licensors, providers, or other third parties or individuals that provide or may provide Portal or other services to others or on JSL’s behalf; (c) all copyrights, trademarks, service marks, patents, trade names (registered and unregistered), trade secrets, know-how, inventions, licenses, and all other intellectual property or proprietary rights throughout the world developed and/or owned by JSL, its agents, or third parties on or after the effective date of this Agreement, including, without limitation, all marks; (d) research, benchmarking methodologies, tools, and other confidential materials relating to the Portal (including, without limitation, any such materials based on aggregated and de-identified Client Data); and (e) any derivative works of any of the foregoing.

6.2.6. Client’s provision of any content, comments, suggestions, enhancement requests, recommendations, corrections, information, or other feedback to JSL (via the Portal or otherwise) or placed on the Portal (collectively, “Client Content”) is strictly voluntary. If Client provides any Client Content to JSL, orally or in writing, JSL shall: (a) own, exclusively, all now known or later discovered rights to the Client Content; (b) not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Client Content; and (c) be entitled to unrestricted use of the Client Content for any purpose whatsoever, commercial or otherwise, without compensation to Client or any other person. Likewise, Client agrees that JSL shall have the right and license to use any Client Data for JSL’s internal analysis and future product/market development opportunities.

6.2.7. JSL may, at its sole discretion, from time to time, provide Client (including Authorized Users) access to electronic versions of any documentation with respect to the Portal (“Documentation”). Subject to the terms of this Agreement (including all confidentiality terms), Client may print and reproduce the Documentation, provided that: (a) the number of such copies is limited to those reasonably necessary for use by Client, including, without limitation, training and archival purposes; and (b) proprietary notices contained in the original copies of the Documentation are reproduced and included in all copies. The copyrighted and proprietary property of JSL may not be duplicated or used without JSL’s express prior written consent. Any product or service content permitted to be copied, download, or printed must retain all the copyright, and other proprietary notices included by JSL.

6.2.8. Notwithstanding anything to the contrary, JSL, in its sole discretion, at any time and without notice or any consent, may (a) terminate any and all Client and/or Authorized User and/or other access to the Portal; and/or (b) discontinue any and all existence, use, maintenance and/or operation of the Portal; (c) modify the Portal and/or any function or portion thereof; and/or (d) modify the terms of this Agreement in any way relating to the Portal.

6.2.9. In addition to its rights in the foregoing section, JSL may, directly or indirectly, and by use of a disabling device or any other lawful means, suspend, terminate or otherwise deny Client’s or any Authorized User’s access to or use of all or any part of the Portal without incurring any resulting obligation or liability, if: (a) JSL receives a judicial or other governmental demand or order or law enforcement request that expressly or by reasonable implication requires JSL to do so, in which case JSL shall provide Client prompt written notice; or (b) JSL believes, in its reasonable discretion, that: (i) Client or any Authorized User has accessed or used the Portal beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Client or any Authorized User is or has been involved in any fraudulent or unlawful activities relating to or in connection with the Portal; (iii) Client’s use of the Portal in violation of this Agreement, or the transmission of any Client Data, poses any security or vulnerability risk to JSL or the Portal; or (iv) this Agreement or the Parties’ purchase/sale relationship expires or is terminated.

6.3. REPRESENTATIONS; WARRANTIES; LIMITATION OF DAMAGES AND REMEDIES

6.3.1. CLIENT ACKNOWLEDGES AND AGREES THAT THE PORTAL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AT CLIENT’S SOLE RISK. JSL MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE, LOSS OF DATA OR RESULTS OF USE OF THE PORTAL. WITHOUT LIMITING THE FOREGOING, JSL DISCLAIMS ANY WARRANTY THAT THE PORTAL WILL BE ACCURATE, ERROR-FREE, OR UNINTERRUPTED, AND JSL SHALL NOT HAVE ANY RESPONSIBILITY TO MAINTAIN THE PORTAL OR TO SUPPLY ANY CORRECTIONS, UPDATES, OR RELEASES IN CONNECTION THEREWITH. JSL MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, NONINFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE.

6.3.2. Client represents and warrants that Client: (a) is a properly organized business entity, in good standing in the locations where it operates or conducts business, and has the corporate power and authority to enter and perform its obligations under this Agreement, in accordance with Applicable Law and its articles of incorporation, bylaws, and/or other governance documents; (b) has obtained all required consents, licenses, approvals, and/or permissions to authorize it to enter and perform its obligations under this Agreement; (c) performance of its duties under this Agreement will in no way conflict with or violate any Applicable Law; (d) it has read and understood this Agreement and the services to be provided by JSL; (e) it has the ability and right to provide Client Data; and (f) all information and Client Data that Client or any Authorized User provides to JSL is accurate, current and complete.

6.3.3. IN NO EVENT WILL JSL BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, INTENDED CONDUCT OR OTHERWISE, INCLUDING WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME OR GOODWILL, REGARDLESS OF WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL JSL OR ITS AGENTS’ LIABILITY FOR MONETARY DAMAGES UNDER THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100).

7. INDEMNIFICATION.

7.1. Client agrees to and shall defend, indemnify and hold harmless JSL, its agents, affiliates and each of their respective officers, shareholders, directors, employees and agents (collectively, “Indemnitees”) from and against any and all damages, losses, liabilities, judgements, awards, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs), and in each case regardless of character or form (collectively, “Damages”) related to any claim, investigation, audit, regulatory action or other cause of action asserted against any Indemnitee arising out of or relating to any actual or alleged: (a) breach (or compliance failure) by Client and/or its agents and/or by Authorized Users of or as to this Agreement; (b) violation (or compliance failure) by Client and/or its agents and/or its Authorized Users of or as to any Applicable Law; (c) the acts and omissions Client and/or its agents and/or of Authorized Users; (d) bodily injury, death or personal property damage caused by Client and/or its Agents and/or of Authorized Users; and/or (e) disclosure or use by JSL of any Client Data.

8. GENERAL PROVISIONS

8.1. Assignment; No Third-Party Beneficiary. Client shall not transfer or assign or attempt to transfer or assign (whether by sale, merger, operation of law, or otherwise) this Agreement or any right or obligations hereunder, without the express written consent of JSL. Nothing herein, express or implied, is intended to or will confer on anyone else any legal or equitable right, benefit or remedy of any nature whatsoever.

8.2. Entire Agreement: Non-Waiver. This Agreement (together with any specific JSL order acknowledgment or other agreement signed by JSL) contains the entire understanding between JSL and Client with respect to the subject matter hereof and thereof, and supersedes any other agreements, understandings, representations, or warranties, whether written or oral. Failure of JSL to exercise any right under this Agreement shall not be deemed a waiver of JSL’s right to enforce or compel strict compliance with every term and condition of this Agreement.

8.3. Force Majeure. In the event of war, acts of terrorism, fire, flood, strike, labor trouble, breakage of equipment, general shortages of material or supply, accident, riot, governmental action, rules, ordinances and regulations (including, but not limited to, those dealing with pollution, health, ecology, or environmental matters), act of God, or contingencies beyond the reasonable control of either party, interfering with the production, supply, transportation or consumption practice of the party at the time respecting the Products, any quantities so affected shall be eliminated from this Agreement without liability, but this Agreement shall otherwise remain unaffected.

8.4. Attorneys' Fees. In the event either Party brings suit to enforce or interpret any part of this Agreement, the substantially prevailing party shall be entitled to recover from the other Party reasonable attorneys' fees, costs, costs on appeal, and necessary disbursements, in addition to any and all other sums and other relief to which the prevailing Party may be otherwise entitled.

8.5. Governing Law; Jurisdiction; Venue. This Agreement, as well as any disputes or issues between the Parties, shall be governed, controlled, and interpreted in accordance with the laws of the State of North Carolina, without regard or resort to its conflict of laws principles. In the event of any dispute in any way arising under or concerning this Agreement, the Parties agree that any claims brought may be asserted in the Superior Court of Guilford County, North Carolina, or the United States federal court for the federal district in which Greensboro, North Carolina is located. The Parties further agree that jurisdiction and venue for any applicable legal proceeding shall be proper in such courts, and the Parties specifically hereby stipulate that such courts have personal jurisdiction over them in any litigation arising under this Agreement and they waive, and agree not to assert, any motions, defenses or arguments based on lack of personal jurisdiction or improper or inconvenient venue in such courts.

8.6. Section and Paragraph Headings. The section and paragraph headings used in this Agreement are for purposes of convenience or reference only. They will not be used to explain, limit or extend the meaning of any part of this Agreement.

8.7. Survival. The obligations and terms set forth in Sections 1, 2.2, 3, 4, 5, 6.2, 6.3, 7, and 8, as well as any provisions contained in this Agreement which by their nature or effect are required to be observed, kept, or performed after any termination of this Agreement or the Parties’ relationship, shall survive such termination and remain binding until fully observed, kept, or performed.

8.8. Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held by a court of competent jurisdiction to be unenforceable in any respect, the holding will not affect any other provisions of this Agreement and the Agreement will then be construed as if such unenforceable provisions are not a part hereof.

8.9. Modification. Notwithstanding anything to the contrary, JSL reserves, has, and shall have the right to amend, modify, revise, and restate, at any time and from time to time, this Agreement without notice or consent and the same shall be binding on You/Client.