Buyer Terms Conditions

This document constitutes a contract/agreement (the "Agreement") and is entered into by and between Container Exchanger, LLC ("CE"), a Georgia limited liability company and you, the prospective buyer or actual buyer, as the case may be, ("Buyer") of one or more Products (defined below) offered for sale by Seller (defined below) via CE's Web Site: www.containerexchanger.com (the "Web Site"). This Agreement shall become effective when Buyer clicks on the "I accept" button below, thereby agreeing to be bound by all the terms and conditions set forth in this Agreement. CE and Buyer shall sometimes be referred to herein as the/a "party", individually, and as the "parties", collectively.

Certain Definitions; Furnished Information; Web Site Use Restrictions; Term and Termination.
1. Certain Definitions.
  This list of defined terms is not exhaustive; other terms are defined elsewhere in this Agreement.
2. Furnished Information. CE has created or had created on its behalf the Web Site, which is intended to be informational only and, at no time, shall such Web Site or the information thereon or available/accessible thereby be intended to constitute or imply CE's recommendation, endorsement, or rejection, or CE's opinions or statements of any kind or nature whatsoever about or with regard to any Buyer; any Seller; any third party; or any Seller's Product(s), any Seller's Product information, or any Seller's services; and/or any products, product information, or services of any third party. Furthermore, neither CE nor any of its affiliates shall, at any time, as a result of or in connection with this Agreement, including, without limitation, Seller's advertising Seller's Products for sale on the Web Site, or in any other way, have, hold, acquire, or obtain any title, ownership or other interest or rights in or to any of the Products, Product information, or Seller's services or in or to any products, product information, or services of any third party. Buyer shall rely completely at Buyer's own risk with regard to Buyer's access and use of the Web Site and with regard to any information or data on or made known/available/accessible via the Web Site.
  
  For example, by way of illustration and not limitation, the Web Site allows Buyer to view information regarding the Products, which information is provided by and posted on the Web Site by or on behalf of and at the request of the given Sellers of the Products and which information is not/shall not be verified by CE at any time; and, furthermore, as noted above, CE does not/shall not make any statements or comments or offer any opinions whatsoever about any Product information posted on the Web Site. Buyer shall rely completely at Buyer's own risk on any Product information posted on the Web Site.
  
  Discussion in this Section I.B. concerning 'Buyer's risk' is notwithstanding and is in addition to discussion of the same topic in Section VI hereof.
3. Web Site Use Restrictions. Neither Buyer nor Buyer's Representatives (defined below) shall change, modify, alter, delete, or destroy (collectively, for purposes of this paragraph, "Alter") or attempt to Alter the Web Site or any portion thereof. In the event of any such alteration or attempted alteration, Buyer's authorization hereunder to access, browse, and use (hereinafter sometimes collectively referred to by the verb, "use") the Web Site shall be revoked immediately, without notice, and CE may take necessary steps to preclude Buyer's and Buyer's Representatives' future access to the Web Site; and, further, CE may pursue all its legal rights hereunder and in accordance with applicable law and in equity.
  
  Buyer's aforementioned "click-on" acceptance of this Agreement grants Buyer authorization to access and use the Web Site and, thus, is a pre-requisite to Buyer's access and use of the Web Site. The definition of Buyer, above, states, in part, that Buyer may or may not be what CE refers to as a registered user or a Site member, which is a Person who/that has created an account/registered with CE via its Web Site. Such registration process is separate and unrelated to Buyer's required 'click-on" acceptance of this Agreement in order to be able to access and use the Web Site. However, if Buyer elects to create an account/register with CE, Buyer shall be required to agree to be bound by all the terms and conditions set forth in this Agreement by clicking on an "I accept" button on such registration page, which is a separate "I accept " button from the "I accept" button set forth below for use with regard to this Agreement.
4. Term; Termination. As stated above, this Agreement shall become effective when Buyer clicks on the "I accept" button below, thereby agreeing to be bound by all the terms and conditions set forth in this Agreement and shall remain in full force and effect until Buyer completely ceases to access the Web Site, which complete cessation will be deemed to have occurred in the event that Buyer shall not access the Web Site at all for two (2) consecutive years following Buyer's immediately preceding access of the Web Site (the "Term"). In other words, this Agreement will remain in full force and effect for as long as Buyer accesses the Web Site in accordance with this Agreement, whether such access is regular, periodical, or sporadic and Buyer does not fail to access the Web Site at least once in the consecutive two (2)-year period following Buyer's immediately preceding access of the Web Site. If, after said two (2)-year period, Buyer desires to access the Web Site, Buyer will be required to click on the "I accept" button below, thereby entering into this Agreement with CE anew.
  
  Notwithstanding the foregoing, CE may terminate this Agreement immediately, without notice, for Buyer's or Buyer's Representatives' violation hereof, including without limitation, in the event that Buyer or any of Buyer's Representatives Alter or attempt to Alter the Web Site. Upon such termination by CE, Buyer shall still be bound by this Agreement, including, without limitation, by the non-circumvention obligations, by CE's limitation of liability, and by Buyer's outstanding payment obligations hereunder; and, further, Buyer will not be entitled to any refunds for payments made to CE hereunder before such termination.
Payment Terms and Related Matters. Buyer acknowledges and agrees that Buyer shall pre-pay CE for the Product(s) listed in any given Invoice, meaning that Buyer shall make such payment before receiving such Product(s) from Seller. Upon CE's receipt from Buyer of the total invoiced amount set out in a given Invoice and CE's verification thereof, CE shall place such amount in a non-interest bearing escrow account in CE's name, which account CE has created to hold any and all invoiced amounts with regard to any and all purchases/sales of Products via CE and its Web Site. Furthermore, upon CE's receipt from Buyer of the total invoiced amount set out in a given Invoice and CE's verification thereof, CE will arrange for the prompt shipment to Buyer of the Product(s) listed in such Invoice. Buyer acknowledges and agrees that the Products will be shipped to Buyer from Seller's place of business and that Seller is responsible for the loading of the Products on the vehicle that will deliver the Products to Buyer at the place for delivery designated by Buyer on the aforementioned Buyer Interest Form.

When Buyer receives the Product(s) listed in a given Invoice and, within three (3) days of such receipt, notifies CE via an electronic or other writing of Buyer's approval of such Product(s) as being the same as the Product(s) described by Seller on the Web Site and listed in such Invoice, CE will promptly withdraw from the aforementioned escrow account the total invoiced amount set out in such Invoice and will promptly remit to Seller that portion of such total invoiced amount that constitutes the full purchase price for the Products listed in such Invoice, and CE will retain for itself the broker fee included in such total invoiced amount listed in such Invoice. Furthermore, provided that shipping costs shall not be included in the invoice sent by CE to Seller with regard to the given purchase/sale transaction, but instead shall be included in the Invoice sent by CE to Buyer with regard to such transaction, then, if CE paid up front for such shipping costs, CE will retain for itself any and all shipping costs included in the total invoiced amount in the given Invoice; and, alternatively, if such shipping costs were not paid up front, CE will remit to the shipper such shipping costs included in the total invoiced amount in the given Invoice.

In the event that Buyer rejects all or any portion of the Products received on grounds that they are not as described by Seller on the Web Site and/or as listed in a given Invoice, then, Buyer shall submit to CE digital pictures and/or other documentation purporting to show how the Product(s) or any part thereof are not as described by Seller on the Web Site and/or as listed in such Invoice. CE, in its sole discretion and within a reasonable time period, shall determine whether or not Buyer's complaint/rejection is valid. If CE determines that Buyer's complaint/rejection is valid, CE will work with Buyer and Seller separately to arrange for Seller's shipment of like replacement Products, if such is feasible; and, if the provision of like replacement Products is not feasible, CE will work with Buyer and Seller separately to arrange for the refund to Buyer of only that portion of the total invoiced amount set out in the given Invoice that constitutes Buyer's payment for the "not-as-described" Products. Buyer, however, acknowledges and agrees that, in the situation described in this paragraph, CE shall not refund to Buyer CE's broker fee or any portion thereof charged to Buyer in connection with the transaction contemplated in the given Invoice; and, for that matter, shall not refund to Seller CE's broker fee or any portion thereof charged to Seller in connection with the transaction contemplated in such Invoice.

If CE determines that Buyer's complaint/rejection is valid and that such complaint/rejection applies to all of the Products listed in a given Invoice, then CE will work with Buyer and Seller separately to arrange for the refund to Buyer of the total invoiced amount set out in the given Invoice, except shipping costs, if the same are included in the given Invoice; and, in such case, CE shall not charge Buyer or Seller any broker fees or other fees, except shipping costs, which will be charged/invoiced to either Buyer or Seller, but not both. If, in such case of Buyer's valid complaint/rejection of all Products listed in the given Invoice, either Buyer or Seller has already paid any broker fees or other fees (other than shipping costs) to CE with regard to the transaction contemplated by such Invoice, then CE shall promptly refund all such fees to Buyer and Seller, respectively. Note that because CE's broker fee charged to Buyer with regard to a given purchase/sale transaction is included in the total invoiced amount of the Invoice related to such transaction, such broker fee will be automatically refunded to Buyer when CE refunds to Buyer such total invoiced amount, less shipping costs, if the same are included in the given Invoice.

If CE determines that Buyer's complaint/rejection of all or any part of the Product(s) is invalid, then the particular purchase/sale transaction between Buyer and Seller, as brokered/facilitated via CE and its Web Site, and the Invoice for such purchase/sale transaction, and any other related and effective documents shall remain in full force and effect; and CE shall not facilitate any arrangement for replacement Products or any refund to Buyer of the total invoiced amount set out in the given Invoice or any portion thereof, which means, among other things, that CE shall not refund to Buyer CE's broker fee or any portion thereof charged to Buyer in connection with the given purchase/sale transaction and included in such total invoiced amount in the given Invoice.
Third Party Information The Web Site may allow Buyer to link to and interact with third party web sites, software applications, and/or data services, or to otherwise interact with or be made aware of third parties and/or their respective offers of products, goods, information, data, services, and/or the like (the "Third party Offerings"). Buyer's access to and use of any Third Party Offerings shall be governed by the terms and conditions concerning such Third Party Offerings. Third Party Offerings are not owned or provided by or under the name of CE or by or under the names of any of CE's affiliates.
Proprietary Information/Property.
1. Buyer acknowledges that the Web Site contains CE confidential information and CE intellectual property (e.g., trade secrets), such as, but not limited to, certain trade names and/or logos of CE, which are exclusively owned and proprietary to CE; and certain separate video tutorials regarding CE's respective buying and selling processes (collectively, the "CE Proprietary Property"). Buyer shall not obtain or acquire any ownership, title, or other rights or interest in or to the CE Proprietary Property by Buyer's access to or use of the Web Site or any information offered/made available thereon or accessible thereby; or by Buyer's purchase or consideration of the purchase of any Products or by Buyer's use of any of CE' Services in connection with Buyer's purchase or consideration of the purchase of any Products; or by Buyer's acceptance of and agreement with all the terms and conditions hereof. Buyer shall not use, copy, reproduce, or distribute in any way whatsoever any of the CE Proprietary Property.
2. For purposes of this Agreement, “Trade Secrets” means information, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information:
  1. derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other individuals or entities who can obtain economic value from its disclosure or use; and
  2. is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality.
3. Buyer understands that CE has or may have received and in the future will or may receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty upon CE and upon Buyer, each as a recipient of Third Party Information, to maintain the confidentiality of such information and to use it only for certain limited purposes. While this Agreement is in effect and thereafter, CE and Buyer will hold Third Party Information in the strictest confidence and will not disclose any Third Party Information to anyone, except as expressly set forth in Paragraph D immediately below.
4. Without CE's prior written permission, Buyer shall not use for any purposes, unless it is in connection with this Agreement; and shall not reveal or make available or accessible to any Person any CE Proprietary Property or any Third Party Information, unless such use or disclosure is legally required to be disclosed, provided that Buyer promptly provides, if allowed by law, written notification to CE (and CE shall have the duty to inform the owner of any such affected Third Party Information) (the "Third Party Owner") of such requirement so that CE and/or the Third Party Owner may obtain a protective order, seek any other appropriate remedy available at law or in equity, and/or waive compliance with this confidentiality provision specifically and solely with regard to the subject of this paragraph, meaning that any such waiver will be limited to and apply only with regard to the subject of this paragraph. In the event that such protective order or other remedy is not obtained, and/or regardless of whether or not CE and/or the Third Party Owner waives compliance with this confidentiality provision, Buyer agrees to disclose only that portion of the subject CE Proprietary Property or Third Party Information which Buyer is advised by written opinion of counsel is legally required to be disclosed and agrees to exercise best efforts to obtain assurances that confidential treatment will be accorded such information.
5. Unless expressly provided otherwise herein, Buyer shall maintain the confidentiality of CE Trade Secrets for as long as any materials qualify as Trade Secrets as defined herein, which is the definition of Trade Secrets under Georgia Law. Unless expressly provided otherwise herein, Buyer shall maintain the confidentiality of other CE Proprietary Property that is confidential information, but does not qualify as Trade Secrets for three (3) years following Buyer's acceptance of this Agreement by clicking on the "I accept" button below.
6. CE's and Buyer's obligations with regard to Third Party Information shall commence upon each such party's initial receipt of the Third Party Information and, unless expressly provided otherwise herein, shall extend with regard to all Third Party Information until two (2) years after CE's confidentiality duties regarding a particular item of Third Party Information expire. Thereafter, unless expressly provided otherwise herein, CE's and Buyer's obligations hereunder shall survive and continue in effect with respect to any Third Party Information that is a Trade Secret or is otherwise protected for a longer period of time under applicable law. CE shall be responsible for contacting the attorney(s) for the Third Party Owner (CE's licensor) of a particular item of Third Party Information to determine whether such item is still protected under a confidentiality or non-disclosure agreement to which CE is a party. Buyer shall be responsible for contacting CE to determine whether such item is still protected under a confidentiality or non-disclosure agreement to which CE is a party.
NO REPRESENTATIONS OR WARRANTIES; LIMITATION OF LIABILITY.
1. THE WEB SITE AND CE'S SERVICES AND THE PRODUCTS OFFERED VIA THE WEB SITE ARE PROVIDED/OFFERED "AS IS" AND WITH ALL FAULTS. CE AND ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS, CUSTOMERS, VENDORS, ADVISORS, AFFILIATES, ATTORNEYS, REPRESENTATIVES, ADMINISTRATORS, AND SUCCESSORS AND ASSIGNS (COLLECTIVELY, "CE'S REPRESENTATIVES") DO NOT AND SHALL NOT, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE, AS TO THE WHOLE OR TO ANY PART OF THE PRODUCTS, CE'S SERVICES, OR CE'S WEB SITE OR AS TO BUYER'S USE OR POSSESSION THEREOF OR ACCESS THERETO, AS THE CASE MAY BE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTIBILITY, QUALITY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE; OR ANY WARRANTY AS TO THE RESULTS OBTAINED OR REALIZED BY BUYER FROM HIS/HER/ITS RECEIPT, USE OR POSSESSION OF, AS THE CASE MAY BE, CE'S SERVICES AND/OR THE PRODUCTS AND/OR THE INFORMATION OFFERED/MADE AVAILABLE OR ACCESSIBLE VIA CE'S WEB SITE; OR ANY WARRANTY RELATED TO BUYER'S RELIANCE UPON CE'S SERVICES AND/OR THE PRODUCTS AND/OR THE INFORMATION OFFERED/MADE AVAILABLE OR ACCESSIBLE VIA CE'S WEB SITE; OR ANY WARRANTY AS TO ANY RESULTS DESIRED, ANTICIPATED, OR EXPECTED BY BUYER BUT NOT OBTAINED OR REALIZED BY BUYER FROM HIS/HER/ITS RECEIPT, USE, OR POSSESSION OF, AS THE CASE MAY BE, OR RELIANCE UPON CE'S SERVICES AND/OR THE PRODUCTS AND/OR THE INFORMATION OFFERED/MADE AVAILABLE OR ACCESSIBLE VIA CE'S WEB SITE.
2. THE DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SET OUT IN THE IMMEDIATELY PRECEDING PARAGARPH ARE IN ADDITION TO ANY OTHER SUCH DISCLAIMERS SET OUT ELSEWHERE IN THIS AGREEMENT.
3. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL CE OR ANY OF CE'S REPRESENTATIVES BE LIABLE TO BUYER OR BUYER'S SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS, CUSTOMERS, VENDORS, ADVISORS, AFFILIATES, ATTORNEYS, REPRESENTATIVES (PERSONAL OR OTHERWISE), ADMINISTRATORS, BENEFICIARIES, HEIRS, AND/OR SUCCESSORS AND/OR ASSIGNS (COLLECTIVELY, "BUYER'S REPRESENTATIVES") FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR LOST SAVINGS), EVEN IF CE OR ANY CE REPRESENTATIVE HAS BEEN INFORMED OR ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS, DAMAGE OR CLAIM, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING, WITHOUT LIMITATION, BUYER'S RECEIPT, USE, OR POSSESSION OF, AS THE CASE MAY BE, OR RELIANCE UPON CE'S SERVICES AND/OR THE PRODUCTS AND/OR THE NFORMATION OFFERED/MADE AVAILABLE OR ACCESSIBLE VIA CE'S WEB SITE, WHETHER IN AN ACTION BASED UPON CONTRACT, TORT OR OTHERWISE.
4. AVAILABILITY AND PRICING OF PRODUCTS ARE SUBJECT TO CHANGE WITHOUT NOTICE FROM CE AND AT CE’S DISCRETION.
BUYER'S RISK; INDEMNIFICATION. Buyer acknowledges and agrees that, in the event that Buyer purchases any Products, Buyer shall do so solely and completely at Buyer's risk. Buyer further acknowledges and agrees that, in the event that Buyer uses/accesses the Web Site and/or receives or makes use of any of CE's Services (e.g., Buyer completes and submits the aforementioned Buyer Interest Form), Buyer shall do so solely and completely at Buyer's risk, whether or not Buyer purchases any Products. Discussion in this Section VI. concerning 'Buyer's risk' is notwithstanding and is in addition to discussion of the same topic in Section I.B. hereof.

Buyer agrees to indemnify, defend, and hold harmless CE and CE's Representatives from any and all actions, suits, claims, losses, liabilities, damages, and costs and expenses, including, without limitation, reasonable attorneys' fees arising out of, resulting from, in connection with, or relating to (a) Buyer's receipt, use, or possession of, as the case may be, or reliance upon CE's Services and/or the Products and/or the information offered/made available or accessible via CE's Web Site; (b) Buyer's Representatives' receipt, use, or possession of, as the case may be, or reliance upon CE's Services and/or the Products and/or the information offered/made available or accessible via CE's Web Site; and/or (c) Buyer's or Buyer's Representatives' violation of this Agreement.

Notwithstanding anything to the contrary herein, the foregoing indemnification applies even in the event that Buyer does not purchase any Products, but merely accesses/uses at any time CE's Web Site to obtain information therefrom, including, without limitation, information about the Products and/or CE's Services.
RELEASE. Buyer and Buyer's Representatives, in return for CE's authorization to Buyer hereunder to access and use CE's Web Site and the information thereon and/or in return for Buyer's receipt of CE's Services and/or in return for Buyer's receipt of the Products via CE and its Web Site (if Buyer purchases any Products), all of the foregoing being in accordance with this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, do hereby acquit, release, and forever discharge CE and CE's Representatives, and any and all persons, firms or corporations liable or who might be claimed to be liable, whether or not herein named, none of whom admit any liability to Buyer and/or Buyer's Representatives, but all expressly denying liability, from any and all actions, causes of action, lawsuits, claims, demands, damages, losses, obligations, liabilities, costs, and expenses, whether known or unknown, whether accrued or unaccrued, (collectively, the "Claims") that Buyer and/or any of Buyer's Representatives now have or allege to have or may hereafter have or allege to have, arising out of or in any way relating to any and all injuries and/or damages of any and every kind, to both property and person, including, without limitation, disability or death (collectively, the "Injuries and Damages"), and also any and all Injuries and/or Damages that may develop in the future, as a result of or in any way relating to this Agreement or the subject matter hereof, including, without limitation, (a) CE's Web Site, including, without limitation, any information contained thereon or accessible thereby or the fact that CE or CE's Representatives make such Web Site available; (b) CE's or CE's Representatives' making the Products available for purchase/sale via the Web Site and/or CE's Services; and/or (c) Buyer's or, if applicable, Buyer's Representatives' receipt, use, and/or possession of, as the case may be, and/or reliance upon the Products, CE's Services, and/or the information offered/made available or accessible via CE's Web Site.

CE and Buyer acknowledge and agree that the immediately foregoing paragraph shall describe and be referred to herein collectively as the "Release". CE and Buyer further acknowledge and agree that the Release is made in full and complete satisfaction of any and all Claims.

Notwithstanding anything to the contrary herein, the foregoing Release applies even in the event that Buyer does not purchase any Products, but merely accesses/uses at any time CE's Web Site to obtain information therefrom, including, without limitation, information about the Products and/or CE's Services.
CE'S RIGHT TO USE BUYER'S INFORMATION. With regard to and in connection with the Products, CE's Services, and/or CE's Web Site, CE and Buyer acknowledge and agree that Buyer and Buyer's Representatives hereby grant to CE and/or CE's Representatives the right, license, and authority to use and disclose to the world in any media format (e.g. print, video, electronic) and in any promotional format (e.g., Buyer's testimonials about one or more Products or about CE) Buyer's and/or any of Buyer's Representatives' names; respective cities and states of residence or business location, as the case may be; photos, images, or other likenesses of Buyer or Buyer's Representatives and/or the Products purchased or considered for purchase by Buyer via CE and its Web Site, which photos, images, or other likenesses were provided to CE by Buyer or were taken, created, or developed during or in connection with Buyer's use of and/or access to, at any given time during the Term hereof, CE's Web Site, whether or not Buyer purchased any Products via CE and its Web Site; audio or video recordings of Buyer or Buyer's Representatives provided to CE by Buyer or taken, created, or developed during or in connection with Buyer's use of and/or access to, at any given time during the Term hereof, CE's Web Site, whether or not Buyer purchased any Products via CE and its Web Site; and/or any articles or other writings provided to CE by Buyer or Buyer's Representatives or taken, created, or developed during or in connection with Buyer's use of and/or access to, at any given time during the Term hereof, CE's Web Site, whether or not Buyer purchased any Products via CE and its Web Site.

Notwithstanding the foregoing, CE shall not, at any time, furnish or make available/accessible directly to any Seller the name or contact information of Buyer or post Buyer's name or contact information on the Web Site.
INJUNCTIVE RELIEF. In addition to any similar language in this Agreement and notwithstanding anything to the contrary herein, Buyer agrees that any breach or threatened breach by Buyer or by any of Buyer's Representatives of any terms or conditions of this Agreement will result in irreparable harm to CE and to its business, such that CE shall be entitled to an injunction enforcing the terms and conditions of this Agreement in the event of any breach or threatened breach thereof by Buyer or by any of Buyer's Representatives, in addition to such other damages and remedies available to CE at law or in equity.
NO DIRECT CONTACT WITH SELLER; NON-CIRCUMVENTION.
1. No Direct Contact with Seller. Buyer acknowledges and agrees that neither CE nor any of its affiliates shall, at any time, furnish or make available/accessible to Buyer the names or contact information of any Seller and that CE does/shall not post any Seller's name or contact information on the Web Site. Buyer further acknowledges and agrees that Buyer shall not, at any time, during or after the Term of this Agreement, try to obtain for any reason or purpose whatsoever the names or contact information of any Sellers. In the event that, at any time, during or after the Term of this Agreement, Buyer inadvertently learns of any given Seller's name and/or contact information, Buyer shall (i) promptly inform CE of the same; (ii) shall not share any such information with any other Person, and (iii) shall not contact or attempt to contact for any reason or purpose whatsoever any such given Seller.
2. Non-Circumvention. Buyer, intending to be legally bound hereby, irrevocably agrees and guarantees to CE that Buyer shall not, at any time, during or after the Term of this Agreement, directly or indirectly attempt to or actually interfere with, circumvent, avoid, by-pass, or obviate CE's interest under this Agreement, or the interest or relationship between CE and one or more Sellers by Buyer's, directly or indirectly, contacting or otherwise approaching or trying to contact or otherwise approach any Sellers for (i) the purpose of trying to entice, encourage, or suggest to any Sellers that one or more of them cease to deal in whole or in part with CE and instead deal only with Buyer in whole or in part with regard to this Agreement; or (ii) for the purpose of trying to entice, encourage, or suggest to any Sellers that one or more of them terminate or alter in any way their respective relationships with CE, any and all of which aforementioned actions by Buyer would effectively and, contrary to Buyer's and CE’s joint intent hereunder, nullify the need for CE's provision of the Web Site and CE's Services furnished in connection therewith, thereby stripping CE of the right to payment hereunder. The rights, duties, and obligations as set forth in this Section X. B. shall survive for a period of three (3) years after Buyer completely ceases to access the Web Site, which cessation event is described in Section I.D., above.
GOVERNING LAW. This Agreement shall be governed by the laws of the State of Georgia.
NOTICE TO U.S. GOVERNMENT END USERS. For United States Government End Users, CE agrees to comply with all applicable equal opportunity laws, including, if appropriate, the provisions of Executive Order 11246, as amended; Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212); and Section 503 of the Rehabilitation Act of 1973, as amended; and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the immediately preceding sentence shall be incorporated by reference into this Agreement.
APPLICABLE GOVERNMENT FORMS. CE and Buyer each shall properly complete and properly and timely file, at each party's sole expense, any and all applicable United States government forms or documents and other countries' respective government forms or documents, including without limitation, any and all applicable customs forms or documents and North American Free Trade Agreement ("NAFTA") forms or documents.
GENERAL PROVISIONS.
1. Entire Agreement. This Agreement supersedes any and all agreements, either oral or in writing, between the parties hereto and contains all of the covenants and agreements between the parties with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding.
2. Amendment. Any modification or amendment of this Agreement will be effective only if it is in writing and signed by a duly authorized representative of CE and Buyer.
3. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
4. Captions; Headings. The captions or headings provided in this Agreement are for convenience only and shall not be deemed to be a part of this Agreement.
5. Certain Statutory Rights. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer.
6. Notice. Any notice or other communication required or permitted to be delivered to either CE or Buyer under this Agreement must be in writing and will be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service, or by facsimile, or electronically) to the respective addresses or facsimile or telephone numbers as either CE or Buyer shall have specified in a written notice given to the other party hereto; and, notwithstanding this Section XIV.B., in such case of any change in CE's or Buyer's respective contact information, this Agreement shall be deemed automatically amended.
7. Survival. This entire Agreement, meaning all the terms and conditions hereof, shall survive the expiration or other termination of this Agreement.