User Agreement

If you do not agree to these terms and conditions, please do not use this site

Rearcounter.com
2015 West Fifth Ave.
Suite 100
Marble Cliff, OH 43212

Phone: (614) 636-4679
Fax: (614) 347-1934
[email protected]

REARCOUNTER.COM TERMS OF SERVICE AND CONDITIONS OF USE: USER AGREEMENT

Welcome to RearCounter.com (the "Site"), owned and operated by Seibert Ventures, LLC dba RearCounter.com ("RearCounter") whose principal place of business is at 2015 West Fifth Ave., Ste 100, Marble Cliff, Ohio, 43212, United States of America. Your use of RearCounter's products, software, services and web sites (referred to collectively as the "Services") is subject to the terms of this 'REARCOUNTER.COM TERMS OF SERVICE & CONDITIONS OF USE: USER AGREEMENT' (the "Terms of Use" "User Agreement" or this "Agreement") between RearCounter and YOU (the "User"). As used herein, the "User" will include the company or other entity with which you are employed or otherwise affiliated (including its officers, directors, agents, managers, and employees), to the extent that you are acting on its behalf. You represent that you are 18 years old or older and are authorized by your company or other entity to enter into this Agreement.

Electronic Agreement - This Agreement is an electronic contract that sets out the legally binding terms of your use of the Site and your subscriptions in the Services. By accessing this Site or becoming a Member, you consent to have this Agreement provided to you in electronic form.

ACCEPTANCE OF TERMS. THIS AGREEMENT -- THE FOLLOWING NOTICES, TERMS, CONDITIONS AND POLICIES -- (which incorporates by reference other provisions contained in any other products or services agreement(s) executed and in effect between the parties and are applicable to the use of this site) GOVERNS THE USE OF THIS SITE, ITS CONTENTS, ANY PRODUCTS OR SERVICES AVAILABLE ON OR CERTAIN SPECIFIC MATERIAL CONTAINED IN THIS SITE, AND SETS FORTH THE TERMS AND CONDITIONS THAT APPLY TO USE OF THIS SITE BY USER. ANY INCONSISTENCIES BETWEEN THE TERMS OF THIS AGREEMENT AND THOSE PROVISIONS CONTAINED IN ANY OTHER PRODUCTS OR SERVICES AGREEMENT(S) EXECUTED AND IN EFFECT BETWEEN THE PARTIES, THEN THE TERMS OF SUCH PRODUCTS OR SERVICES AGREEMENT(S) SHALL TAKE PRECEDENCE IN RELATION TO THIS AGREEMENT.

BY ACCESSING OR USING THIS SITE, REARCOUNTER.COM, (OTHER THAN TO READ THIS AGREEMENT FOR THE FIRST TIME), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW, AND BY USE OF THIS SITE THE USER AFFIRMATIVELY, EXPRESSLY, OR IMPLICITLY REPRESENTS AND WARRANTS TO REARCOUNTER THAT THE USER HAS CAREFULLY REVIEWED THIS 'TERMS OF SERVICE AND CONDITIONS OF USE' SET FORTH IN THIS AGREEMENT, AND THE 'PRIVACY POLICY' (ALL TERMS OF WHICH ARE HEREIN INCORPORATED BY REFERENCE); AND THAT THE USER AGREES TO ABIDE BY AND TO BE LEGALLY BOUND BY ALL SUCH TERMS AND CONDITIONS OF THE USER AGREEMENT AND PRIVACY POLICY; AND YOU AGREE TO RECEIVE REQUIRED NOTICES AND TO TRANSACT WITH US ELECTRONICALLY. IF YOU DO NOT AGREE, PLEASE DO NOT USE THE SITE.

ARTICLE I ACCEPTANCE OF TERMS & THE PROVISION OF SERVICE

1.) ACCEPTANCE OF TERMS: PROVISION OF SERVICES. The User hereby understands, acknowledges, accepts, consents and agrees as follows: (a) This Site and its contents are for User's personal personal use and/or internal business operations use only; and (b) The User's right to use the Site is personal to the User and is not transferable to any other person or entity.

2.) ACCEPTANCE OF TERMS: DESCRIPTION OF SERVICES. Through its Web property, RearCounter provides User with access to a variety of resources, including download areas, parts publishing and search functionality, communication forums and product information (collectively the "Services"). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to this Terms of Use.

3.) ACCEPTANCE OF TERMS: CHANGES TO THE TERMS OF THIS AGREEMENT OR OTHER POLICIES. RearCounter shall have the right at any time to change or modify the terms and conditions applicable to User's use of this Site, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on this Site, or by electronic or conventional mail, or by any other means by which User obtains notice thereof. Any use of this Site by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications or additions. You are responsible for checking these terms periodically for any changes. The most current version of this Agreement can be reviewed by clicking on the "Terms of Use" hypertext link located at the bottom of the web pages of the Site (located at http://www.rearcounter.com/user-agreement.php).

4.) ACCEPTANCE OF TERMS: CHANGES TO SERVICES. RearCounter is entitled to at any time modify, improve, or discontinue any of its content, products, services and any aspect or feature of this Site, including, but not limited to, content, hours of availability, and equipment needed for access or use, at its sole discretion and without notice to the User. RearCounter is entitled to provide services to the User through subsidiaries or affiliated entities. RearCounter reserves the right to change, remove or discontinue (temporarily or permanently) the website, or any content, service, function, feature or other part of the website at any time or without notice; and you confirm that RearCounter shall not be liable to you for any such change, remove or discontinuance.

5.) ACCEPTANCE OF TERMS: ADDITIONAL TERMS AND CONDITIONS FOR SOFTWARE; EULAS. When you register for or purchase the Site's services, you may be required to agree to one or more End-User License Agreements (or "EULAs") which may include additional terms. You will be bound by any EULA that you agree to.

6.) SECURITY NOTICE: USER REGISTRATION. You must register on this Site in order to use certain of the Site functions, such as our blogs. If you just want to browse this Site, registration is optional. During registration, you will be required to provide contact information, consisting of an email address, username and password. You can select any username as you like, except that your username cannot be an impersonation of another person, a term that is the same or confusingly similar to a famous trademark, or a term that is offensive in any way. You may, but are not obligated to, use your own name. If you do use your own name, you consent to it being passed to others by use of certain of the functions of RearCounter and the Site such as our blogs. RearCounter reserves the right to reject or remove any username. For certain of our functions, such as the purchase of products and services, you are required to provide your name, address and billing and credit card information. You are required to provide accurate and complete information.

7.) SECURITY NOTICE: MEMBER ACCOUNT, PASSWORD, AND SECURITY. If any of the services requires the User to open an account, the User must complete the registration process by providing RearCounter with current, complete and accurate information as prompted by the applicable registration form. The User also will choose a 'password' and a 'user name.' Furthermore, the User acknowledges and agrees that: (a) The User is responsible for any and all activities that occur under the User's account and for ensuring that all such use complies fully with the provisions of this Agreement; (b) The User is responsible for protecting the confidentiality of the User's password and account information; (c) The User must notify RearCounter immediately of any unauthorized use of the User's account or any other breach of security; (d) RearCounter is not liable for any loss that the User may incur as a result of someone else using the User's password or account, either with or without the User's knowledge, and may be held personally liable for any losses incurred by RearCounter; and (e) The User may not use anyone else's account at any time, without the permission of the account holder.

8.) SECURITY NOTICE: AGE OF USERS. Children under the age of 13 may not use this Service and parents or legal guardians may not agree to these Terms of Use on their behalf. If we become aware that a child under 13 has provided or attempted to provide us with personal information, we will use our best efforts to remove the information permanently from our files. If you are under the age of 18 but at least 13 years of age, you may use this Site only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use. If you are a parent or legal guardian agreeing to these Terms of Use for the benefit of a child between the ages of 13 and 18, be advised that you are fully responsible for his or her use of this Site, including all financial charges and legal liability that he or she may incur.

9.) SECURITY NOTICE: UNAUTHORIZED ACCESS & ACTIVITY. Unauthorized access and attempts to defeat or circumvent security features, to use the Site for other than intended purposes, to deny service to the Site's Users, to access, obtain, alter, damage, or destroy information, or otherwise to interfere with the Site or its operation is prohibited and all violators are subject to criminal and civil penalties and will be prosecuted to the fullest extent of the law, including criminal and civil prosecution. All traffic is logged and monitored for potential abuse. Evidence of such acts will be disclosed to law enforcement authorities, and be used for the purposes of criminal and civil prosecution.

10.) USER CONDUCT: PROPER USE OF THIS SITE. User shall use this Site for lawful purposes only. User shall not post or transmit through this Site any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without RearCounter's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in RearCounter's discretion restricts or inhibits any other User from using or enjoying this Site will not be permitted. User shall not use this Site to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with RearCounter. All sellers listing items for sale on this Site are required to only list products that they are stocking and are required to list accurate quantities and descriptions. Non-new products must be clearly disclosed as such.

This Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of this Site are copyrighted as a collective work under the United States copyright laws. RearCounter owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of RearCounter and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.

User shall not upload, post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of this Site User automatically grants, or warrants that the owner of such material has expressly granted RearCounter the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User's personal use. User hereby grants RearCounter the right to edit, copy, publish and distribute any material made available on this Site by User.

The foregoing provisions are for the benefit of RearCounter, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

11.) THE PROVISION OF SERVICES AND RESTRICTIONS OF USE. The Services may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable User to communicate with others (each a "Communication Service" and collectively "Communication Services"). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, User agrees that when using the Communication Services, User will not: (a) Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise). (b) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. (c) Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information. (d) Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless User own or control the rights thereto or have received all necessary consent to do the same. (e) Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party. (f) Upload files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another. (g) Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages. (h) Download any file posted by another user of a Communication Service that User know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner. (i) Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded. (j) Restrict or inhibit any other user from using and enjoying the Communication Services. (k) Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service. (l) Harvest or otherwise collect information about others, including e-mail addresses. (m) Violate any applicable laws or regulations. (n) Create a false identity for the purpose of misleading others. (o) Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.

RearCounter has no obligation to monitor the Communication Services. However, RearCounter reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. RearCounter reserves the right to terminate User's access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. RearCounter reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in RearCounter's sole discretion.

Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; User is responsible for adhering to such limitations if User downloads the materials.

Always use caution when giving out any personally identifiable information in any Communication Services. RearCounter does not control or endorse the content, messages or information found in any Communication Services and, therefore, RearCounter specifically disclaims any liability with regard to the Communication Services and any actions resulting from User's participation in any Communication Services. Managers and hosts are not authorized RearCounter spokespersons, and their views do not necessarily reflect those of RearCounter.

12.) LINKS TO THIRD PARTY SITES AND ADVERTISERS. RearCounter may include on its Site links to third party web sites. You agree that we are not responsible or liable for any content or other materials on third party sites. You also agree that we are not responsible for content or claims supplied by our advertisers. We are also not responsible for any transactions or dealings between you and any third party or any advertiser. You agree that RearCounter is not responsible for any claim or loss due to a third party site or any advertiser.

ARTICLE II DMCA COPYRIGHT POLICY (& OTHER PROPRIETARY NOTICES)

13.) NOTIFICATIONS: COPYRIGHTS & OTHER PROPRIETARY INFORMATION. Each and every item and component found on or available via download through this site, including but not limited to manuscripts, written materials, text, graphics, logos, software, databases, icons, images, audio and video clips, is the exclusive proprietary property of RearCounter and is protected under the International treaties and copyright laws of the United States. The software on the Site may be used as a resource while accessing this Site, and their Content, but may not be used for any other purpose whatsoever. Any other use is prohibited and will constitute an infringement upon the proprietary rights of RearCounter or its respective owner.

14.) NOTIFICATIONS: TRADEMARKS, The Site url, http://www.RearCounter.com. and its logos are the trademark of RearCounter, and any use of the RearCounter trademark in connection with any product or service that do not belong to RearCounter, unless otherwise authorized in a written license agreement, will constitute an infringement upon the trademark rights of RearCounter and actionable under the Norway Trademark Laws, International Trademark Laws, and the Trademark or equivalent laws of other countries. All other trademarks, brands, and names are the property of their respective owners. Except as expressly specified in these terms and legal restrictions, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, trademark, copyright or any proprietary rights of RearCounter or any third party. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example

15.) AUTHORIZED USES & RESTRICTIONS: COPYRIGHTS & OTHER PROPRIETARY RIGHTS. The User hereby acknowledges and agrees that: (a) The information, data, and any materials (the 'Content') available on the Site and affiliate websites ('Affiliates') are the copyrighted works and exclusive property of RearCounter and Affiliates, respectively; (b) The Content may contain proprietary and confidential information including trademarks, service marks and patents protected by intellectual property laws and international intellectual property treaties; (c) The Content available on the Site and Affiliates may not be sold, reproduced, or distributed without the written permission of their respective owners; (d) Any unauthorized use of the Content may violate copyright, trademark and other laws; (e) Any third-party trademarks, service marks and logos are the property of their respective owners; and (f) Any further rights not specifically granted herein are reserved.

AND IN ADDITION RearCounter hereby authorizes the User: (a) To view and make a single copy of portions of its Content for offline, personal, non-commercial use; and (b) To use such Content within the User's organization covered by any current products or service agreements between the User or User's organization and RearCounter.

AND FURTHERMORE, the User hereby acknowledges and agrees that: (a) The Content cannot be modified or revised any in any manner; (b) Authorized copies of the Content must retain all copyright and other proprietary notices contained in the original Content; (c) No other use of the Content is authorized; and (d) Any violation of the foregoing may result in civil and/or criminal liabilities.

16.) DISCLAIMERS: HYPERLINKS AND EXTERNAL CONTENT. The User acknowledges and agrees that: (a) This Site, the Content, contain links to other Internet sites that are owned and operated by third parties; (b) Such links are not endorsements of any products or services in such sites, and no information in such sites have been endorsed or approved by RearCounter; (c) RearCounter is not responsible for such products, services, and information; and (d) RearCounter makes no representations and are not responsible for the availability of, or content located on or through, these third party sites. 17.) UNSOLICITED IDEA SUBMISSION POLICY. RearCounter or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works. the sole purpose of this policy is to avoid potential misunderstandings or disputes when products or marketing strategies of this Site might seem similar to ideas submitted. so, please do not send your unsolicited ideas to RearCounter. If, despite our request that you not send us your ideas and materials, you still send them, please understand that RearCounter makes no assurances that your ideas and materials will be treated as confidential or proprietary.

18.) SUBMISSION OF COMMENTS & FEEDBACK: ASSIGNMENT OF RIGHTS. The User acknowledges and agrees that: (a) All comments, feedback, information or materials submitted to this Site through or in association with this RearCounter shall be considered non-confidential and the property of RearCounter; (b) By submitting such comments, information, feedback, or materials to this Site or RearCounter, the User agree to a royalty free, irrevocable assignment to RearCounter of worldwide rights to use, copy, modify, publish, display and distribute the submissions worldwide; (c) This Site may use such comments, information or materials in any way it chooses in an unrestricted basis; and (d) The User confirms and warrants that the User has the required authority to grant the above license to RearCounter.

19.) COPYRIGHT INFRINGEMENT: REPEAT INFRINGERS. We respect the intellectual property rights of others, and we prohibit users from uploading, posting or otherwise transmitting on this web site or by use of any of our services any materials that violate another party's intellectual property rights. It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who may repeatedly infringe or violate the copyrights or other intellectual property rights of any party.

20.) NOTIFICATION OF ALLEGED COPYRIGHT INFRINGEMENT. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide our Copyright Agent with the following information: (a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) A description of the copyrighted work or other intellectual property that you claim has been infringed; (c) A description of where the material that you claim is infringing is located on the web site, with enough detail that we may find it on the web site; (d) Your address, telephone number, and email address; (e) Your statement that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; (f) Your statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

This Site's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows: By Mail: ATTENTION: SEIBERT VENTURES / REARCOUNTER.COM SUPPORT 2015 West Fifth Ave., Ste. 100, Marble Cliff, Ohio, 43212 By phone: (614) 636-4679 By fax: (614) 347-1934 By email: [email protected]

ARTICLE III WARRANTY DISCLAIMERS & LIABILITY LIMITATIONS

21.) DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY: OUR PROVISION OF SERVICE. DISCLAIMER OF WARRANTIES - THE USER EXPRESSLY AGREES THAT USE OF REARCOUNTER IS AT THE USER'S SOLE RISK. NEITHER REARCOUNTER NOR ANY OF ITS EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT REARCOUNTER WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF REARCOUNTER, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH REARCOUNTER.

REARCOUNTER.COM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

LIMITATION OF LIABILITY - THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT REARCOUNTER IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE USER AND REARCOUNTER, AND/OR AFFILIATES. REARCOUNTER WOULD NOT PROVIDE THIS SITE AND INFORMATION WITHOUT SUCH LIMITATIONS. NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, SUITABILITY OR APPLICABILITY OF THE INFORMATION TO A PARTICULAR SITUATION.

IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, REARCOUNTER, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN REARCOUNTER.COM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THERE FROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.

IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED THE LIABILITY OF REARCOUNTER IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

22.) DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY: THE CONTENT. RearCounter has attempted to provide accurate Content but assumes no responsibility for the accuracy and completeness of that information or materials. In furtherance of the intent to provide accurate Content, RearCounter may make changes to the Content at any time without notice. However, by the declaration of this intent RearCounter does not make any specific commitment to update the Content, and as a result may be out of date.

DISCLAIMER OF WARRANTIES - THE USER UNDERSTANDS AND AGREES THAT THE USE BY THE USER OF REARCOUNTER IS ENTIRELY AT THE USER'S OWN RISK. SPECIFICALLY STATED, THE INFORMATION OBTAINED FROM OR THROUGH REARCOUNTER, THE CONTENT, AND AFFILIATES IS PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). TAKE NOTICE THAT THE INFORMATION MAY CONTAIN ERRORS, PROBLEMS OR OTHER LIMITATIONS.

LIMITATION OF LIABILITY - THE USER UNDERSTANDS AND AGREES THAT REARCOUNTER IS NOT LIABLE FOR ANY DAMAGES INCURRED BY THE USER OR BY ANY THIRD PARTY RESULTING FROM THE USE OF INACCURATE INFORMATION CONTAINING ERRORS, PROBLEMS OR OTHER LIMITATIONS; AND SUCH USE WAS BY THE USER OR BY SUCH THIRD PARTY OBTAINING ACCESS TO SAID USE THROUGH THE USER, WITH OR WITHOUT THE KNOWLEDGE OF OR THE CONSENT GIVEN BY THE USER AND WITH OR WITHOUT THE KNOWLEDGE OF OR THE AUTHORIZATION GIVEN BY REARCOUNTER, OR THE USE WAS BY ANOTHER USER, GIVEN AUTHORIZED ACCESS BY REARCOUNTER OR OBTAINED UNAUTHORIZED ACCESS WITH OR WITHOUT THE KNOWLEDGE OF THE USER OR REARCOUNTER; AND NEITHER THE USER NOR THE THIRD PARTY OBTAIN ANY RIGHTS, FOR ANY CLAIMS OR ANY REMEDIES, AND FOR ANY AMOUNT OR TO ANY EXTENT AGAINST REARCOUNTER.

REARCOUNTER ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE). IRREGARDLESS WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE USER AND REARCOUNTER, AND/OR AFFILIATES. REARCOUNTER WOULD NOT PROVIDE THIS SITE AND INFORMATION WITHOUT SUCH LIMITATIONS. NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, SUITABILITY OR APPLICABILITY OF THE INFORMATION TO A PARTICULAR SITUATION.

FURTHERMORE, IN NO EVENT SHALL REARCOUNTER, OR AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF REARCOUNTER, THE CONTENT, AFFILIATES, OR ANY LINKED THIRD-PARTY WEBSITE, OR THE MATERIALS, INFORMATION, OR SOFTWARE CONTAINED AT ANY OR ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF USE, BY THE USER, OF REARCOUNTER, THE CONTENT, AFFILIATES, THE MATERIALS, INFORMATION, OR SOFTWARE ON ANY SUCH WEBSITES RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, THE USER ASSUMES ALL COSTS THEREOF. FURTHERMORE, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN REARCOUNTER, THE CONTENT, OR AFFILIATES ARE DISCLAIMED.

IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED THE LIABILITY OF REARCOUNTER IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

23.) DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY: THE WEBSITE SOFTWARE. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT.

DISCLAIMER OF WARRANTIES - EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, REARCOUNTER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IF THE SOFTWARE COMPANY MAKES AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. REARCOUNTER DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES.

LIMITATION OF LIABILITY - IN NO EVENT SHALL REARCOUNTER AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE USER AND REARCOUNTER, AND/OR AFFILIATES. REARCOUNTER WOULD NOT PROVIDE THIS SOFTWARE WITHOUT SUCH LIMITATIONS. NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, SUITABILITY OR APPLICABILITY OF THE INFORMATION TO A PARTICULAR SITUATION.

N NO EVENT WILL REARCOUNTER, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING REARCOUNTER.COM OR THE REARCOUNTER SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE REARCOUNTER.COM. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SITE.

IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED THE LIABILITY OF REARCOUNTER IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

ARTICLE IV GENERAL PROVISIONS

24.) HEADINGS. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.

25.) WAIVER. The failure of any party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself; otherwise, no resulting waiver, that are not made in writing, by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

26.) ELECTRONIC DELIVERY STATEMENT AND YOUR CONSENT. You agree that we may provide to you notices and other information concerning RearCounter or this Site electronically, including notice to any email address that you may provide.

27.) FORCE MAJEURE. Neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of god, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services and telecommunications). The party affected by any such event shall notify the other party within a maximum of FIFTEEN (15) days from its occurrence. The performance of this Agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this Agreement.

28.) TERMINATION OF USE. RearCounter may, in its sole discretion, terminate or suspend the User's access to all or part of the Site, for breach of the terms of this Agreement, or any conduct by the User which RearCounter, in its sole discretion, considers to be unacceptable. The terms of this Agreement will continue to apply in perpetuity until terminated by either the User or RearCounter without notice at any time for any reason. In the event this Agreement is terminated, the restrictions regarding the materials appearing on the Site, Affiliates, and any linked third-party website and the representations and warranties, indemnities, and limitation of liabilities set forth in this Agreement shall survive any such termination.

29.) INTERNATIONAL USE. We make no representation that content on this Site is appropriate or available for use in locations outside the United States. If you choose to access this Site from a location outside the United States, you do so on your own initiative and you are responsible for compliance with local laws.

30.) INDEMNIFICATION. User agrees to defend, indemnify and hold harmless RearCounter, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of RearCounter by User or User's Account.

31.) BINDING ARBITRATION. You agree that any disputes or claims that you may have against us will be (except as stated below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available that the AAA web site www.adr.org. The determination of whether a dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, RearCounter will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, and will provide a statement of reasons if requested by a party. Except as otherwise provided in this Agreement, you and RearCounter may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE THE RIGHT TO A JURY TRIAL.

32.) NON-EXCLUSIVITY. Each party acknowledges and agrees that the rights granted to the other party in this Agreement are non-exclusive, and that, without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit either party from participating in similar business arrangements as those described herein.

33.) CHANGES TO THE TERMS. RearCounter reserves the right to modify these terms from time to time at its sole discretion and without any notice. Changes to these terms become effective on the date they are posted, and the User's continued use of the Site after such changes will signify and imply that the User agreed to be bound by them.

34.) CHOICE OF LAW, JURISDICTION, VENUE AND FORUM FOR RESOLVING DISPUTES. You agree that the laws of the State of Ohio, United States, govern these Terms of Use, its subject matter, your use of the Site, and any claim or dispute that you may have against us, without regard to its conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability.

You further agree that any disputes or claims that you may have against us will be resolved by a court located in the State of Ohio, United States, and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. BY AGREEING TO THESE TERMS OF USE, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, THE FRANKLIN COUNTY, OHIO, OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

35.) ENTIRE AGREEMENT: SEVERABILITY AND INTEGRATION This Agreement and any supplemental terms, policies, rules and guidelines posted on this Site constitutes the entire agreement between the User and RearCounter and supersede all previous written or oral agreements. The User may be subject to additional terms and conditions when the User uses, purchases, or accesses other services, Affiliate services or third-party content or material. If any provision of this Agreement is deemed void, unlawful or otherwise unenforceable for any reason, that provision shall be severed from this Agreement and the remaining provisions of this Agreement shall remain in force. This contains the entire Agreement between the User and RearCounter concerning the use by the User of the Site, the Content, and Affiliates.

Any rights not expressly granted herein are reserved.

Revision Date: 9/12/2013

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