Terms and Conditions, Privacy Policy, Terms and Conditions of Sale

Terms and Conditions

Last updated: January 19, 2018

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the http://www.ishift.net website (the “Service”) operated by iSHIFT LLC (“iShift”, “us”, “we”, or “our”).

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms.  If you disagree with any part of the terms then you may not access the Service. 

Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by iShift.  iShift has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services.  You further acknowledge and agree that iShift shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.  We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Governing Law
These Terms shall be governed and construed in accordance with the laws of Arizona, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.  If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.  These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect.  What constitutes a material change will be determined at our sole discretion.  By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms.  If you do not agree to the new terms, please stop using the Service.

Contact Us
If you have any questions about these Terms, please contact us.

 

Privacy Statement

Introduction

This Privacy Statement is effective as of January 4, 2018. If you would like to review a previous version of this Privacy Statement, please contact us at privacy@ishift.net.

This Privacy Statement explains how ISHIFT LLC and the companies, which ISHIFT LLC owns or controls (“iShift”, “we”, “our” or “us”) are processing (e.g.: collect, use, store, process, disclose and delete) your personal information (as defined in the applicable data protection legislation). This Privacy Statement applies to information that you provide directly to us through websites or mobile apps operated by us, accessed through our social media pages as well as through email messages that we may send to you.

It also describes the choices available to you regarding our use of your personal information, the steps you can take to access this information and to request that we correct or delete it.

This Privacy Statement applies to IShift websites and services that link to this Privacy Statement.

From time to time, we may supplement this Privacy Statement with additional information relating to a particular interaction we have with you.

If you have questions or concerns regarding this Privacy Statement or our handling of your information collected under this Privacy Statement, contact iShift’s Privacy Office at privacy@ishift.net

Personal information is information that directly identifies you or information otherwise defined as “personally identifiable” under applicable law. This includes, but is not limited to:

  • Name
  • Email address
  • Postal address (Including billing and shipping address)
  • Telephone number
  • Fax number
  • Bank information
  • Credit or debit card number

How We Collect Personal Information

Directly From You

We may collect personal information you provide directly to us via websites, mobile apps, email, EDI, and other interactions. For example, when you register with us as a customer, place an order for product or services, participate in promotional activities, apply for a job, use an app installed on a device, post on our services, or subscribe to our notifications.

When you register with us, we will collect your registration details in order to process your or your organization’s application and to administer the relevant accounts. We will collect information relating to your application, which may include personal information such as your name, title, company or organization name, contact details (e-mail address, sold to address, shipping address), billing address and payment information (e.g. credit card details). 

You may also have the opportunity to provide further optional data (such as phone number). In addition, you will need to choose a user name and password. We will also collect subsequent information provided when you use the account, and to keep a record of purchases or orders placed. We may also (for any visitor to our website) collect information about the domain from which you are visiting, and information regarding what pages you access.

Automatically Collected from Your Use of our Services

We may automatically collect personal information for business-related purposes, which may include providing customer service, managing the services we provide, complying with legal requirements, payment processing, and for marketing our products and services. 

When you visit our websites, we automatically receive information about which of our websites you are visiting and the browser you are using. This information will be stored anonymously, and we will use it to improve our services and to make our websites more user-friendly as well as for statistical purposes.

Further, we may use cookies to help us optimize our services for you as further outlined in the Cookie Statements on our websites.

Personal Information Collected from Other Sources

We may collect personal information from publicly available sources, including, but not limited to, public internet websites and databases, public or government sources, and news media.

Along with using fully identifiable personal information for business related purposes, we may use anonymized, or de-identified personal information for statistical purposes.

We may use your personal information to generate de-identified, statistical, summary, or aggregated information and subsequently use this de-identified information if such de-identified, statistical, summary, or aggregated information cannot be used to identify any individual.

We will obtain authorization from supervisory authorities prior to processing personal information where legally required in certain countries.   

We may also obtain personal information from third parties including other iShift companies that have obtained or collected information about you and that have the right to provide that personal information to us. We may also contract with third parties that are in the business of providing information to businesses such as to verify certain information about you or obtain information about you. We may use the personal information we receive from a third party outside of the website in accordance with the terms we establish with that third party.

How We Use Information We Collect

iShift and service providers acting on our behalf may use information about you for the following purposes:

  • To provide, maintain, protect and improve our services, develop new services, and protect the legitimate interests of iShift and our users;
  • To facilitate, manage, personalize and improve your online experience;
  • To respond to your inquiries and fulfill your requests, such as send you newsletters, brochures, catalogs and e-mails;
  • For our business purposes, such as data analysis, audits, fraud monitoring and prevention, enhancing, improving, or modifying our services, identifying usage trends, and operating and expanding our business activities;
  • To send you advertisements and communicate with you about products, services, offers, promotions, rewards and events we believe may be of interest to you in accordance with applicable law or based on your consent thereto; and
  • If iShift transfers ownership or control of any portion of iShift to a third party, whether in the context of an acquisition, merger, reorganization, or other disposition of all or any portion of our business, assets, or stock (including in connection with any bankruptcy or similar proceedings), we may transfer your personal information to that third party, provided that the use of your personal information by that third party remains subject to applicable law.

If you contact us, we may store any written/email correspondence between you and us. We use this information to respond to your queries, to provide our services and to improve our future services.

In the above cases the legal basis for the collection and processing of personal data is that it is necessary for the purposes of the legitimate interests pursued by us or by a third party. Such legitimate interests can be the offering and operation of the services in a cost-efficient and state-of-the art way as well as the high quality fulfillment of your orders.

The provision of your personal data is a requirement necessary to enter into a contract with us. If you fail to provide information (which are not marked as optional), you will not be able to open a user account and/or use our services.

Marketing Purposes

If you are a user from the United States, we may use your personal information for direct marketing purposes. If you are a user from outside of the United States, we may contact you, for example by email or by telephone to inform you about our range of products or services similar to what you have previously ordered from us. You reserve the right at any time to refuse to allow your personal data (email address, telephone number) to be used for this purpose or withdraw your consent if applicable and we will emphasize this fact every time you are contacted for marketing purposes. If you do not want your personal information to be used for this purpose, please contact privacy@ishift.net. 

How We Share Information

Our agents, vendors, consultants, marketing service providers, and other service providers including other iShift companies may receive, or be given access to your information, including personal information and usage information, in connection with their work on our behalf.

We may also share information about you as follows:

  • As necessary to (a) comply with legal process; (b) to respond to requests from public and government authorities, (c) to enforce our contractual rights; (d) to protect our operations and protect our rights, privacy, safety or property, and /or that of you or others; and (e ) to allow us to pursue available remedies or limit the damages that we may sustain;
  • As necessary with other iShift companies for internal business purposes. For example, processing your orders, fulfilling your requests, providing customer service, and improving our products;
  • If you agree, with our subsidiaries, affiliates, business partners, and other third parties for their own business purposes. For example, improving their products and services; and
  • To a third party in connection with or during negotiations of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business, assets or stock (including in connection with any bankruptcy or similar proceedings).

When iShift engages third-party service providers, the disclosure of personal information to such providers is necessary, for example, to provision our services to you. iShift ensures that such providers protect personal information in a manner consistent with this Privacy Statement and with applicable data protection laws. These service providers may be located in countries other than your country of residence and may be prohibited from using your personal information for any other purpose other than to provide assistance.

Additionally, we may be required by law to provide certain data to authorities, in such case the legal basis for the transfer is that it is necessary for compliance with a legal obligation to which we are subject.

Cross Border Data Transfer

Transfer of your personal information may take place to third parties including to iShift companies in a territory where the laws do not offer a level of protection for personal information equivalent to the laws applied in your region. In order to ensure an adequate level of data protection at those recipients of personal information, we implement appropriate measures for the transfer in line with applicable legislation. If for example personal information is transferred from European Economic Area/European Union or Switzerland to another geographic area not providing for an adequate level of data protection according to European Commission, we conclude Model Clauses with such recipients or apply other appropriate safeguards as approved by the European Commission. Further, if such recipients engage sub-processors in line with our agreement with them, they will be obliged to make sure that such sub-processors comply with the same level of data protection. 

Sweepstakes, Contests, and Promotions

If you voluntarily choose to enter a promotion, your personal information may be disclosed to third parties as further described in the terms of that promotion for administrative purposes and as required by law. By entering a promotion, you may be asked to explicitly consent to, except where prohibited by applicable law, allow us, the sponsor and/or other parties as described in the terms of use to use your name, voice and/or likeness in advertising or marketing materials.

General Principles for Processing of Personal Information

Personal information will be collected, stored, processed and transmitted in accordance with iShift’s established policies and applicable federal, state, local and foreign laws, rules and regulations.

The principles of iShift with regard to the processing of personal information are as follows:

  • Personal information will be processed fairly and lawfully;
  • Personal information will be collected for specified, explicit, and legitimate purposes and not further processed for incompatible purposes;
  • Personal information collected by iShift will be adequate, relevant, and not excessive in relation to the purposes for which it is collected;
  • Personal information collected by iShift will be accurate and, where necessary, kept up to date as reasonable as possible; and
  • Personal information collected by iShift will be retained as identifiable data for no longer than necessary to serve the purposes for which the personal information was collected.

If iShift engages in the processing of personal information for purposes other than those specified in this Privacy Statement, iShift would provide notice of these changes, the purposes for which the personal information will be used, and the recipients of personal information.

Social Media Features

We may also provide social media features that enable you to share information with your social networks and to interact with iShift on various social media sites. Your use of these features may result in the collection or sharing of information about you, depending on the feature. We encourage you to review the privacy policies and settings on the social media sites with which you interact to make sure you understand the information that may be collected, used, and shared by those sites.

Security of Personal Information

We seek to comply with legal requirements and use reasonable measures to help protect information about you from loss, theft, misuse and unauthorized access, disclosure, alteration and destruction. iShift will notify you in the event we become aware of a security breach involving your personally identifiable information (as defined by the applicable state, federal and international regulations) stored by or for us. By disclosing your email address to us for any reason, you expressly consent to receive electronic notice from us in the event of such a security breach.

Access to Personal Information

Subject to the applicable data privacy regulation, you may be entitled to request certain information about the personal data we have stored about you and to request certain access to, correction, deletion or blocking of such data as well as to request restriction of processing or to object to the processing; you may also have a right to lodge a complaint with the supervisory authority. For this purpose, or if you have any questions regarding the processing of your personal data, please contact privacy@ishift.net.

If your personal information changes, you may correct, update, or delete it through the website or by contacting us at privacy@ishift.net.

iShift reserves the right to decline requests to access or delete personal information if and to the extent disclosure or deletion of the information requested is not required or permitted by applicable law.

To guard against fraudulent requests for access, iShift reserves the right to require sufficient information to allow it to confirm the identity of the party making the request before granting access or making corrections.

Retention Period

We retain your personal information for the period necessary to fulfill the purposes outlined in this Privacy Statement or otherwise upon collection of your personal information, unless a longer retention period is required or allowed by law or to otherwise fulfill a legal obligation.

Additional Provisions

Children

The website is intended solely for use by individuals 18 years of age and older and thus is not directed to children under 13 years of age. iShift does not knowingly solicit or collect Personal information from children under 13 years of age.

Your Consent and Changes

When using our websites, you consent to the processing and use of your personal information in accordance with this policy.

iShift may from time to time revise this Privacy Statement with effect for the future in its sole discretion to reflect changes in our business practices. If we revise this Privacy Statement, we will notify you by posting the updated version on the applicable website. We will notify you of the change via a reference on the website at least thirty days in advance, unless the change is reasonable and not in your disfavor. Such notice of the change will refer to the fact that changes to this Privacy Statement will become effective unless you object to it within the said thirty day period.

Your California Privacy Rights

Under California law, organizations that do business with California residents are required to provide residents of the State of California access to a privacy policy that provides a choice in the use of certain personal information by third parties for marketing purposes.

If you are a California resident, you can opt-out of the sharing of your personal information to third parties for direct marketing purposes by sending an email to privacy@ishift.net.

Compliance with Local Laws

This Privacy Statement is meant to guide iShift with respect to personal information collected from or about you on our websites. While this Privacy Statement applies to personal information generally, the local laws, rules and regulations of jurisdictions that are applicable to iShift (“Local Laws”) may require standards that are stricter than this Privacy Statement, and in such event, iShift will comply with applicable Local Laws. Specific privacy policies may be adopted to address the specific privacy requirements of particular jurisdictions.

Sensitive Information

Unless we specifically request or invite it, we ask that you not send us, and you not disclose, any sensitive personal data (e.g. information related to racial or ethnic origin, political opinions, religion or other beliefs, health , criminal background or trade union membership) on or through this website or otherwise to us. In those cases where we may request or invite you to provide sensitive personal information, we will do so with your express consent.

Compliance

iShift will use a self-assessment approach to verify compliance with this Privacy Statement and periodically verify that it is accurate and comprehensive regarding the information intended to be covered.

If you believe that, your personal information has been processed or disclosed in violation of this Privacy Statement, iShift encourages you to raise any concerns using the contact information provide in this Privacy Statement or the applicable website notice. iShift will investigate and attempt to resolve any complaints and disputes regarding use and disclosure of personal information.

Questions

If you have any questions or concerns about this Privacy Statement, the privacy practices of iShift, our collection or use of your personal information, or you wish to access your personal information, please contact us at privacy@ishift.net. If we need or are required to contact you concerning any issue or event that involves this Privacy Statement, your personal information, or the website, then we may do so using the email address, telephone number, or physical mailing address we have on file for you.

 

Terms and Conditions of Sale

These terms and conditions of sale which appear on all invoices are the terms and conditions upon which ISHIFT LLC and the companies which ISHIFT LLC owns or controls (together “iShift”) make all sales. iShift will not accept any other terms and conditions of sale, unless Buyer and iShift have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions. Acceptance of all purchase orders is expressly made conditional upon Buyer’s assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.

Acceptance of Purchase Orders

Buyer’s acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer’s making of an offer to purchase Product from iShift; (b) Buyer’s written acknowledgment hereof; (c) Buyer’s acceptance of any shipment of any part of the items specified for delivery (the “Products”); or (d) any other act or expression of acceptance by Buyer. iShift’s acceptance is expressly limited to these terms and conditions in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to these terms and conditions is objected to and is hereby rejected by iShift. iShift’s silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be iShift’s acceptance or approval thereof.

Delivery

Unless otherwise agreed in writing, delivery shall be made in accordance with iShift’s shipping policy in effect on the date of shipment. The current iShift shipping policy can be located at www.ishift.net.

Domestic: For all domestic transactions, unless otherwise stated on the front of the invoice, title to the Products and all risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by iShift to the carrier or Buyer’s representative at iShift’s logistics center.

International: For all international transactions, the Product shall be sold FCA iShift’s logistics center. iShift assumes no responsibility for charges related to customs clearance in the country of delivery, customs duties, VAT or any other charges or taxes within the country designated for delivery by the Buyer. Title shall pass to the Buyer upon delivery to the Buyer or Buyer’s representative at iShift’s logistics center.

Delivery is subject to the payment provisions set forth herein and to iShift’s receipt of all necessary information and documentation from Buyer including all import certificates, exemption and/or resale certificates, licenses and other documents as may be required from Buyer for export of the Product. Buyer shall promptly notify iShift, in no event later than five (5) business days after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. iShift shall not be liable for any shipment delays beyond the reasonable control of iShift which affect iShift or any of iShift’s suppliers, including, but not limited to, delays caused by unavailability or shortages of Products from iShift’s suppliers; natural disasters, acts of war; acts or omissions of Buyer; fire, strike, riot, or governmental interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.

Price and Payment

Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products. iShift’s prices set forth on the front side of the invoice do not include such taxes, fees and charges. Exemption certificates must be presented to iShift prior to shipment if they are to be honored.

Payment Terms: Unless otherwise specified, the payment terms are COD. iShift, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. All unpaid invoices shall bear interest at an amount equal to 1.5% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer’s failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements. Notwithstanding any “net” payment provisions specified on the invoice, iShift shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by iShift at any time and without prior notice. iShift retains (and Buyer grants to iShift by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with these terms and conditions of sale. Buyer agrees to execute any additional documents necessary to perfect such security interest.

Collections: In the event the sales invoice shall be placed by iShift in the hands of an attorney or collection agency for the purpose of collection, with or without litigation, or for the purpose of enforcing iShift’s security interest in the Products, the Buyer agrees to pay any and all costs associated with such placement, including, without limitation, attorney’s fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor’s rights proceedings.

Currency: If a sale is to occur, or the Product is to be shipped, outside of the United States, Buyer acknowledges and agrees that the amount due iShift is contracted in U.S. Dollars and that payment in U.S. Dollars is of the essence. Any payment by Buyer in local currency or the receipt by iShift of local currency as a consequence of enforcement procedures against Buyer will be deemed an authorization for iShift to use that local currency to purchase U.S. Dollars or, if such purchase is prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from the Buyer’s country in order to convert the currency into U.S. Dollars and apply the proceeds to the payment of any amounts owed to iShift by Buyer. Any deficiency as a result of conversion of payment into U.S. Dollars shall be the responsibility of Buyer.

Returns

Any return of the Products purchased hereunder, whether for stock balancing purposes or because such Products are claimed to be defective, shall be governed by iShift’s Product Return policies in effect on the date of the invoice, or as otherwise provided by iShift to Buyer in writing. iShift’s Product Return policies are located at www.ishift.net. iShift reserves the right to modify or eliminate such policies at any time. Although iShift’s policies may permit Buyer to return Products claimed to be defective under certain circumstances, iShift makes no representations or warranties of any kind with respect to the Products. ISHIFT HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ISHIFT WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY. The right to return defective Products, as previously described, shall constitute iShift’s sole liability and Buyer’s exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any Product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise. In the event iShift issues a return authorization to Buyer allowing Buyer to return Product to iShift, Buyer will deliver the Product to iShift’s address in the United States, if so required by iShift, and Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges, however designated or levied, on any replacement Product to be shipped by iShift to Buyer.

Limitation of Liability

ISHIFT SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO BUYER OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF ISHIFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.

General

These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by iShift to Buyer and shall supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and iShift have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain these terms and conditions. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of iShift in the United States. Any waiver by iShift of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of its rights. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of Arizona shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the State of Arizona. The venue for any disputes arising out of any sales agreement shall be, at iShift’s sole and exclusive option, Maricopa County, Arizona or the courts with proper jurisdiction at Buyer’s location. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

Resale

a) Buyer acknowledges, represents and warrants that it currently complies with, and at all times shall comply with, and shall not act to contravene, relevant laws, codes, and regulations applicable to the purchase and sale of Products under these terms and conditions. Buyer further acknowledges and agrees that the goods, software, and technology subject to these terms and conditions are subject to the export control laws and regulations of the United States, including, but not limited to, the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. Buyer shall not, without prior U.S. government authorization, export, reexport, or transfer any goods, software, or technology subject to these terms and conditions, either directly or indirectly, to any country subject to a U.S. trade embargo or to any resident or national of any such country, or to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury. In addition, any goods, software or technology subject to these terms and conditions may not be exported, re-exported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Such activities include, but are not necessarily limited to, activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons. b) Buyer recognizes that some Product sales are limited to a specified territory and shall not sell Products outside that territory. Such sales may constitute copyright or trademark infringement. Products purchased by Buyer may also be subject to additional usage restrictions or authorizations imposed by the Product manufacturer or publisher. Buyer is responsible for ensuring compliance with any such restrictions or authorizations.