Welcome to InkjetSuperstore.com. IJSS, INC. and/or its affiliates ("InkjetSuperstore") provide website features to you subject to the following conditions. If you visit or shop at InkjetSuperstore.com, you accept these conditions.
Please read them carefully.
Please review our Privacy Notice, which also governs your visit to Inkjetsuperstore.com, to understand our practices.
When you visit Inkjetsuperstore.com or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
All content included on this site, such as text, graphics, logos, button icons, images, audio clips, data compilations, and software, is the property of InkjetSuperstore or its content suppliers and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of InkjetSuperstore and protected by U.S. and international copyright laws. All software used on this site is the property of InkjetSuperstore or its software suppliers and protected by United States and international copyright laws.
Inkjetsuperstore, Inkjet Superstore, Inkjetsuperstore.com, IJSS, Inc. TonerZone and other Inkjetsuperstore.com graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Inkjetsuperstore in the U.S. and/or other countries. Inkjetsuperstore's trademarks and trade dress may not be used in connection with any product or service that is not Inkjetsuperstore's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Inkjetsuperstore. All other trademarks not owned by Inkjetsuperstore that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Inkjetsuperstore.
License and site access
InkjetSuperstore grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of InkjetSuperstore. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of InkjetSuperstore. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of InkjetSuperstore without express written consent. You may not use any meta tags or any other "hidden text" utilizing InkjetSuperstore's name or trademarks without the express written consent of InkjetSuperstore. Any unauthorized use terminates the permission or license granted by InkjetSuperstore. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of InkjetSuperstore.com so long as the link does not portray InkjetSuperstore, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any InkjetSuperstore logo or other proprietary graphic or trademark as part of the link without express written permission.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. InkjetSuperstore does sell products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If you are under 18, you may use InkjetSuperstore.com only with involvement of a parent or guardian. InkjetSuperstore reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.
Risk of loss
All items purchased from InkjetSuperstore are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.
InkjetSuperstore attempts to be as accurate as possible. However, InkjetSuperstore does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. If a product offered by InkjetSuperstore itself is not as described, your sole remedy is to return it in unused condition.
Except where noted otherwise, the List Price displayed for products on our website represents the full retail price listed on the product itself, suggested by the manufacturer or supplier, or estimated in accordance with standard industry practice; or the estimated retail value for a comparably featured item offered elsewhere. The List Price is a comparative price estimate and may or may not represent the prevailing price in every area on any particular day.
With respect to items sold by InkjetSuperstore, we cannot confirm the price of an item until you order; however, we do NOT charge your credit card until after your order has entered the shipping process. Despite our best efforts, a small number of the items in our catalog may be mispriced. If an item's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.
Reviews, comments, communications and other content
Visitors may post reviews, comments, photos, and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. InkjetSuperstore reserves the right (but not the obligation) to remove or edit such content.
If you do post content or submit material, and unless we indicate otherwise, you grant InkjetSuperstore a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant InkjetSuperstore and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Amazon for all claims resulting from content you supply. InkjetSuperstore has the right but not the obligation to monitor and edit or remove any activity or content. InkjetSuperstore takes no responsibility and assumes no liability for any content posted by you or any third party.
Disclaimer of warranties and limitation of liability
This site and all information, content, materials, products (inclyding software) and services included on or otherwise made available to you through this site are provided by InkjetSuperstore on an "as is" and "as available" basis, unless otherwise specified in writing. InkjetSuperstore makes no representations or warranties of any kind, express or implied, as to the operation of this site or the information, content, materials, products (including software) or services included on or otherwise made available to you through this site, unless otherwise specified in writing. You expressly agree that your use of this site is at your sole risk.
To the fully extent permissible by applicable law, InkjetSuperstore disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. InkjetSuperstore does not warrant that this site; information, content, materials, products (including software) or services incluided on or otherwise made available to you through this site; their servers; or e-mail sent from InkjetSuperstore are free of viruses or other harmful components. InkjetSuperstore will not be liable for any damages of any kind arising from the use of this site or from any information, content, materials, products (including software) or services included on or otherwise made available to you through this site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified in writing.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.
By visiting InkjetSuperstore.com, you agree that the laws of the state of California, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and InkjetSuperstore.
Site policies, modification and severability
Please review our other policies posted on this site. These policies also govern your visit to InkjetSuperstore.com. We reserve the right to make changes to our site, policies, and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
OEM (Original) Cartridges
Name brand OEM (original) cartridges are covered by their respective manufacturer's warranties. If you encounter problems or receive a defective cartridge please contact the manufacturer for their return procedure. We do not accept returns on OEM (Originals) products.
Subject to our return policy
All sales are subject to our Return Policy posted under the Returns and Refunds section of the terms and conditions.
What Personal Information About Customers Does InkjetSuperstore.com Gather?
The information we learn from customers helps us personalize and continually improve your shopping experience. Here are the types of information we gather.
- Information You Give Us: We receive and store any information you enter on our Web site when you register. During registration you will be asked to provide us with your name and email addresses. Once you have registered you are able to enter your shipping address and phone number. If you purchase a product from us, we request your credit card number and expiration date.
- We use the information that you provide for such purposes as creating an account for you, responding to your requests, customizing future shopping for you, improving our stores, for billing purposes, to fill your orders, and communicating with you. If we have trouble processing an order, we will use this information to contact you.
- Automatic Information: We receive and store certain types of information such as previous searches whenever you interact with us. For example, like many Web sites, we use "cookies," and we obtain certain types of information when your Web browser accesses InkjetSuperstore.com or InkjetSuperstore.ca advertisements and other content served by or on behalf of InkjetSuperstore.com on other Web sites.
- E-mail Communications: To help us make special offer e-mails more useful and interesting, we often receive a confirmation through the use of web beacons when you open an e-mail from InkjetSuperstore.com if your computer supports such capabilities. We also compare our customer list to lists received from other companies, in an effort to avoid sending unnecessary messages to our customers. If you do not want to receive special offer e-mails please email us to email@example.com or opt-out from the email directly.
If you use the blog on this Web site, you should be aware that any personally identifiable information you submit there can be read, collected, or used by other users of these blogs, and could be used to send you unsolicited messages. We are not responsible for the personally identifiable information you choose to submit in these blogs.
Customer Testimonials/Product Reviews
We post customer testimonials/product reviews on our web site which may contain personally identifiable information. We do obtain the customer's consent via email prior to posting the testimonial/product review to post their name along with their testimonial or product review.
What about Cookies?
We use both session ID cookies and persistent cookies. We use session cookies to make it easier for you to navigate our site and to enable our systems to recognize your browser and storage of items in your Shopping Cart between visits. A session ID cookie expires when you close your browser. A persistent cookie remains on your hard drive for an extended period of time. You can remove persistent cookies by following directions provided in your Internet browser's "help" file.
We set a persistent cookie to store your passwords, so you don't have to enter it more than once. Persistent cookies also enable us to track and target the interests of our users to enhance the experience on our site.
If you reject cookies, you may still use our site, but your ability to use some areas of our site will be limited.
Does InkjetSuperstore.com and InkjetSuperstore.ca Share the Information It Receives?
Third-Party Service Providers: We employ other companies and individuals to perform functions on our behalf. Examples include fulfilling orders, delivering packages, sending postal mail and e-mail, removing repetitive information from customer lists, analyzing data, providing marketing assistance, web hosting, providing search results and links (including paid listings and links), processing credit card payments, live, chat to assist you if you have questions while using our site or regarding your order, and providing customer service. They have access to personal information needed to perform their functions, but may not use it for other purposes.
- If you choose to use PayPal during the checkout process you will be redirected to the PayPal site in order for you to login to your account. Once you have completed the payment process on PayPal, they will then share back with us your name, shipping address, email address and PayPal transaction ID number.
- Business Transfers: As we continue to develop our business, we might sell or buy stores, subsidiaries, or business units. In such transactions, customer information generally is one of the transferred business assets but remains subject to the promises made in any pre-existing Privacy Notice (unless, of course, the customer consents otherwise). Also, in the unlikely event that InkjetSuperstore.com or substantially all of its assets are acquired, customer information will of course be one of the transferred assets.
Protection of InkjetSuperstore.com, InkjetSuperstore.ca and Others: We reserve the right to disclose your personally identifiable information as required by law and when we believe that disclosure is necessary to protect our rights and/or to comply with a judicial proceeding, court order, or legal process served on our Web site
How Secure Is Information About Me?
- Enforce or apply our Condition of Use and other agreements; or protect the rights, property, or safety of InkjetSuperstore.com, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction. Obviously, however, this does not include selling, renting, sharing, or otherwise disclosing personally identifiable information from customers for commercial purposes in violation of the commitments set forth in this Privacy Notice.
- We work to protect the security of your information during transmission by using a third party web hosting provider who uses Secure Sockets Layer (SSL) software, which encrypts information you input.
- We reveal only the last four digits of your credit card numbers when confirming an order. Of course, we transmit the entire credit card number to the appropriate credit card company during order processing.
- It is important for you to protect against unauthorized access to your password and to your computer. Be sure to sign off when finished using a shared computer.
We follow generally accepted industry standards to protect the personally identifiable information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security.
If you have any questions about security on our Web site, you can email us at firstname.lastname@example.org
Updating or Correcting Personally Identifiable Information
If your personally identifiable information changes, or if you no longer desire our service, you may correct or update it by making the change within the Your Account Login or My Account section of the site under Edit your Profile or by emailing our Customer Support at email@example.com or by contacting us by telephone or postal mail at the contact information listed below.
What About Third-Party Advertisers and Links to Other Websites?
Our site includes third-party advertising and links to other Web sites. We do not provide any personally identifiable customer information to these advertisers or third-party Web sites.
InkjetSuperstore.com and InkjetSuperstore.ca also displays personalized third-party advertising based on information about customers, such as items purchased on or visits to InkjetSuperstore.com and InkjetSuperstore.ca. Although InkjetSuperstore.com and InkjetSuperstore.ca does not provide any personal information to advertisers, advertisers (including ad-serving companies) may assume that users who interact with or click on a personalized advertisement meet their criteria to personalize the ad.
Are Children Allowed to Use InkjetSuperstore.com?
We do not knowingly collect personal information from anyone under the age of 13.
Conditions of Use, Notices, and Revisions
If you choose to visit InkjetSuperstore.com and InkjetSuperstore.ca, your visit and any dispute over privacy is subject to this Notice and our Condition of Use including limitations on damages, resolution of disputes, and application of the law of the state of California. If you have any concern about privacy at InkjetSuperstore.com and InkjetSuperstore.ca, please contact us with a thorough description at the contact information listed below, and we will try to resolve it.
We reserve the right to modify this privacy statement at any time, so please review it frequently. If we make material changes to this policy, we will notify you here, by email, or by means of a notice on our home page.
6380 Wilshire Blvd. Suite 1018
Los Angeles, CA 90048
InkjetSuperstore.com Safe Shopping Guarantee
We help ensure your protection by offering a safe shopping guarantee. Under the Fair Credit Billing Act, your credit card bank cannot hold you liable for more than $50 in unauthorized or fraudulent charges. InkjetSuperstore.com will cover the amount for which you are held liable up to the full $50 if the fraudulent transaction resulted through no fault of your own from purchases made at InkjetSuperstore.com using our secure server. InkjetSuperstore.com also requires that you have followed all rules and procedures of your credit card provider relating to fraudulent and authorized use.
Order Information Privacy and Credit Card Security
We currently use the Secure Sockets Layer (SSL) protocol to safeguard your information, including your credit card number, during online transactions. None of the tens of thousands of people, who have made purchases through InkjetSuperstore.com's Website using SSL, have reported to us fraudulent use of their credit card as a result of their online order. We believe SSL to be a very safe encryption method, but we are always looking for even more secure encryption methods to safeguard information sent online. Our server will run detection software to help ensure you are using a secure browser and your information is secure when you check out. If our browser determines you are not using a secure browser, a message will appear at checkout.
To protect your information once your transaction is complete, InkjetSuperstore.com stores your information on an off-line server stored securely behind our firewall. There is no external access to this information and its internal access is strictly monitored.
For your protection, never put your credit card number or other sensitive information in unencrypted e-mail. In the extremely unlikely event that we ever do suspect a customer's credit card number has been intercepted, we will immediately notify the customer.
The following are IJSS Inc. (dba, TonerZone.com, InkjetSuperstore.com) Corporation's standard terms and conditions, which shall apply to all future Purchase Orders, unless we have entered into a separate written agreement. Please retain a copy for your files, unless otherwise notified to the contrary. These terms and conditions do not take precedence over any existing IJSS Inc. contract.
All Purchase Orders will be transmitted to you via email or fax, and will reference this set of standard terms and conditions.
IJSS Inc. Inc. requires a Purchase Order to be issued in order to commit and pay for delivery of product and/or service. Invoices submitted to Accounts Payable without a Purchase Order number referenced will be returned to the supplier unpaid by the Accounts Payable department. Please insist on obtaining a Purchase Order for any purchase made by IJSS Inc. prior to delivering goods or services. IJSS Inc. wishes to pay all its vendors on time, but needs your assistance to do so.
As used herein, "Seller" includes Seller, its subsidiaries and affiliates; "IJSS Inc." includes IJSS Inc. (dba, TonerZone.com, InkjetSuperstore.com) Corporation and its subsidiaries and affiliates. Seller and IJSS Inc. hereby agree as follows:
1. Services & Deliverables
Seller agrees to perform the services ("Services") and/or provide the goods or Service deliverables (collectively referred to as "Goods"), described in any purchase order, in accordance with the applicable purchase order, scope of work and with these Terms and Conditions ("Agreement"). Upon acceptance of a purchase order, shipment of Goods or commencement of a Service, Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable purchase order, whether Seller acknowledges or otherwise signs this Agreement or the purchase order, unless Seller objects to such terms in writing prior to shipping Goods or commencing Services.
This writing does not constitute a firm offer within the meaning of Section 2205 of the California Commercial Code, and may be revoked at any time prior to acceptance. This Agreement may not be added to, modified, superseded or otherwise altered, except by writing signed by an authorized IJSS Inc. representative. Any terms or conditions contained in any acknowledgment, invoice or other communication of Seller, which are inconsistent with the terms and conditions herein, are hereby rejected. To the extent that this Agreement might be treated as an acceptance of Seller's prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of the Goods or beginning performance of any Services by Seller shall constitute such assent. IJSS Inc. hereby reserves the right to reschedule any delivery or cancel any purchase order issued at any time prior to shipment of the Goods or prior to commencement of any Services. IJSS Inc. shall not be subject to any charges or other fees as a result of such cancellation.
Time is of the essence. Delivery of Goods shall be made pursuant to the schedule, via the carrier and to the place specified on the face of the applicable purchase order. IJSS Inc. reserves the right to return, shipping charges collect, all Goods received in advance of the delivery schedule. If no delivery schedule is specified, the order shall be filled promptly and delivery will be made by the most expeditious form of land transportation. If no method of shipment is specified in the purchase order, Seller shall use the least expensive carrier. In the event Seller fails to deliver the Goods within the time specified, IJSS Inc. may, at its option, decline to accept the Goods and terminate the Agreement or may demand its allocable fair share of Seller's available Goods and terminate the balance of the Agreement. Seller shall package all items in suitable containers to permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening and all boxes and packages must contain packing sheets listing contents. IJSS Inc.'s purchase order number must appear on all shipping containers, packing sheets, delivery tickets and bills of lading.
3. Identification, risk of loss & destruction of goods
Identification of the Goods shall occur in accordance with Section 2501 of the California Commercial Code. Seller assumes all risk of loss until receipt by IJSS Inc.. Title to the Goods shall pass to IJSS Inc. upon receipt by it of the Goods at the designated destination. If the Goods ordered are destroyed prior to title passing to IJSS Inc., IJSS Inc. may at its option cancel the Agreement or require delivery of substitute Goods of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss of Goods is partial, IJSS Inc. shall have the right to require delivery of the Goods not destroyed.
As full consideration for the performance of the Services, delivery of the Goods and the assignment of rights to IJSS Inc. as provided herein, IJSS Inc. shall pay Seller (i) the amount agreed upon and specified in the applicable purchase order, or (ii) Seller's quoted price on date of shipment (for Goods), or the date Services were started (for Services), whichever is lower. Applicable taxes and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Seller's invoice. Payment is made when IJSS Inc.'s check is mailed. Payment shall not constitute acceptance. All personal property taxes assessable upon the Goods prior to receipt by IJSS Inc. of Goods conforming to the purchase order shall be borne by Seller. Seller shall invoice IJSS Inc. for all Goods delivered and all Services actually performed. Each invoice submitted by Seller must be provided to IJSS Inc. within ninety (60) days of completion of the Services or delivery of Goods and must reference the applicable purchase order, and IJSS Inc. reserves the right to return all incorrect invoices. IJSS Inc. will receive a 5% discount of the invoiced amount for all invoices that are submitted more than ninety (60) days after completion of the Services or delivery of the Goods. Unless otherwise specified on the face of a purchase order, IJSS Inc. shall pay the invoiced amount within sixty (60) days after receipt of a correct invoice. Seller will receive no royalty or other remuneration on the production or distribution of any products developed by IJSS Inc. or Seller in connection with or based on the Goods or Services provided.
5.1 Services: Seller represents and warrants that all Services shall be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures. Further, Seller represents and warrants that the Services shall be completed in accordance with applicable specifications and shall be correct and appropriate for the purposes contemplated in this Agreement. Seller represents and warrants that the performance of Services under this Agreement will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Seller is bound.
5.2 Goods: Seller warrants that all Goods delivered shall be free from defects in materials and workmanship and shall conform to all applicable specifications for a period of fifteen (15) months from the date of delivery to IJSS Inc. or for the period provided in Seller's standard warranty covering the Goods, whichever is longer. Seller hereby agrees that it will make spare parts available to IJSS Inc. for a period of five (2) years from the date of shipment at Sellers then current price, less applicable discounts. Additionally, Goods purchased shall be subject to all written and oral express warranties made by Seller's agents, and to all warranties provided for by the California Commercial Code. All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Seller shall furnish to IJSS Inc. Seller's standard warranty and service guaranty applicable to the Goods. All warranties and Service guaranties shall run both to IJSS Inc. and to its customers.
If IJSS Inc. identifies a warranty problem with the Goods during the warranty period, IJSS Inc. will promptly notify Seller of such problems and will return the Goods to Seller, at Seller's expense. Within five (10) business days of receipt of the returned Goods, Seller shall, at IJSS Inc.'s option, either repair or replace such Goods, or credit IJSS Inc.'s account for the same. Replacement and repaired Goods shall be warranted for the remainder of the warranty period or six (6) months, whichever is longer.
IJSS Inc. shall have a reasonable time after receipt of Goods or Service deliverables and before payment to inspect them for conformity hereto, and Goods received prior to inspection shall not be deemed accepted until IJSS Inc. has run an adequate test to determine whether the Goods conform to the specifications hereof. Use of a portion of the Goods for the purpose of testing shall not constitute an acceptance of the Goods. If Goods tendered do not wholly conform with the provisions hereof, IJSS Inc. shall have the right to reject such Goods. Nonconforming Goods will be returned to Seller freight collect and risk of loss will pass to Seller upon IJSS Inc.'s delivery to the common carrier.
7. Independent contractor
IJSS Inc. is interested only in the results obtained under this Agreement; the manner and means of achieving the results are subject to Seller's sole control. Seller is an independent contractor for all purposes, without express or implied authority to bind IJSS Inc. by contract or otherwise. Neither Seller nor its employees, agents or subcontractors ("Seller's Assistants") are agents or employees of IJSS Inc., and therefore are not entitled to any employee benefits of IJSS Inc., including but not limited to, any type of insurance. Seller shall be responsible for all costs and expenses incident to performing its obligations under this Agreement and shall provide Seller's own supplies and equipment.
8. Seller responsible for taxes and records
Seller shall be solely responsible for filing the appropriate federal, state and local tax forms, including, without limitation, a Schedule C or a Form 1020, and paying all such taxes or fees, including estimated taxes and employment taxes, due with respect to Seller's receipt of payment under this Agreement. Seller further agrees to provide IJSS Inc. with reasonable assistance in the event of a government audit. IJSS Inc. shall have no responsibility to pay or withhold from any payment to Seller under this Agreement, any federal, state or local taxes or fees. IJSS Inc. will regularly report amounts paid to Seller by filing Form 1099-MISC with the Internal Revenue Service.
Seller shall be solely responsible for maintaining and requiring Seller's Assistants to maintain such adequate health, auto, workers' compensation, unemployment compensation, disability, liability, and other insurance, as is required by law or as is the common practice in Seller's and Seller's Assistants' trades or businesses, whichever affords greater coverage. Upon request, Seller shall provide IJSS Inc. with certificates of insurance or evidence of coverage before commencing performance under this Agreement. Seller shall provide adequate coverage for any IJSS Inc. property under the care, custody or control of Seller or Seller's Assistants.
Seller shall indemnify, hold harmless, and at IJSS Inc.'s request, defend IJSS Inc., its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses and expenses, including attorneys' fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Agreement, including, without limitation, (i) any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated clean up costs, (ii) Seller failing to satisfy the Internal Revenue Service's guidelines for an independent contractor, (iii) any claim based on the negligence, omissions or willful misconduct of Seller or any Seller's Assistants, and (iv) any claim by a third party against IJSS Inc. alleging that the Goods or Services, the results of such Services, or any other products or processes provided under this Agreement, infringe a patent, copyright, trademark, trade secret or other proprietary right of a third party, whether such are provided alone or in combination with other products, software or processes. Seller shall not settle any such suit or claim without IJSS Inc.'s prior written approval. Seller agrees to pay or reimburse all costs that may be incurred by IJSS Inc. in enforcing this indemnity, including attorneys' fees.
Should IJSS Inc.'s use, or use by its distributors, subcontractors or customers, of any Goods or Services purchased from Seller be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Seller shall, at is sole cost and expense, either (a) substitute fully equivalent non-infringing Goods or Services; (b) modify the Goods or Services so that they no longer infringe but remain fully equivalent in functionality; (c) obtain for IJSS Inc., its distributors, subcontractors or customers the right to continue using the Goods or Services; or (d) if none of the foregoing is possible, refund all amounts paid for the infringing Goods or Services.
Seller will acquire knowledge of IJSS Inc. Confidential Information (as defined below) in connection with its performance hereunder and agrees to keep such IJSS Inc. Confidential Information in confidence during and following termination or expiration of this Agreement. "IJSS Inc. Confidential Information" includes but is not limited to all information, whether written or oral, in any form, including without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product (as defined herein) and other material or information considered proprietary by IJSS Inc. relating to the current or anticipated business or affairs of IJSS Inc. which is disclosed directly or indirectly to Seller. In addition, IJSS Inc. Confidential Information means any third party's proprietary or confidential information disclosed to Seller in the course of providing Services or Goods to IJSS Inc. Confidential Information does not include any information (i) which Seller lawfully knew without restriction on disclosure before IJSS Inc. disclosed it to Seller, (ii) which is now or becomes publicly known through no wrongful act or failure to act of Seller, (iii) which Seller developed independently without use of the IJSS Inc. Confidential Information, as evidenced by appropriate documentation, or (iv) which is hereafter lawfully furnished to Seller by a third party as a matter of right and without restriction on disclosure. In addition, Seller may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as Seller provides prompt notice to IJSS Inc. of such requirement prior to disclosure.
Seller agrees not to copy, alter or directly or indirectly disclose any IJSS Inc. Confidential Information. Additionally, Seller agrees to limit its internal distribution of IJSS Inc. Confidential Information to Seller's Assistants who have a need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Seller's Assistants of nondisclosure agreements with provisions substantially similar to those set forth herein. In no event will Seller use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of IJSS Inc. Confidential Information.
Seller further agrees not to use the IJSS Inc. Confidential Information except in the course of performing hereunder and will not use such IJSS Inc. Confidential Information for its own benefit or for the benefit of any third party. The mingling of the IJSS Inc. Confidential Information with information of Seller shall not affect the confidential nature or ownership of the same as stated hereunder. Seller agrees not to design or manufacture any products which incorporate IJSS Inc. Confidential Information. All IJSS Inc. Confidential Information is and shall remain the property of IJSS Inc.. Upon IJSS Inc.'s written request or the termination of this Agreement, Seller shall return, transfer or assign to IJSS Inc. all IJSS Inc. Confidential Information, including all Work Product, as defined herein, and all copies thereof.
12. Ownership of work product
For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to IJSS Inc. without having been designed, customized or modified for IJSS Inc. do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of IJSS Inc..
Seller hereby agrees to irrevocably assign and transfer to IJSS Inc. and does hereby assign and transfer to IJSS Inc. all of its worldwide right, title and interest in and to the Work Product including all associated intellectual property rights. IJSS Inc. will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name or to follow any other procedure that IJSS Inc. deems appropriate. Seller agrees: (a) to disclose promptly in writing to IJSS Inc. all Work Product in its possession; (b) to assist IJSS Inc. in every reasonable way, at IJSS Inc.'s expense, to secure, perfect, register, apply for, maintain, and defend for IJSS Inc.'s benefit all copyrights, patent rights, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in IJSS Inc.'s name as it deems appropriate; and (c) to otherwise treat all Work Product as IJSS Inc. Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by IJSS Inc. to Seller shall remain the sole property of IJSS Inc..
Seller will ensure that Seller's Assistants appropriately waive any and all claims and assign to IJSS Inc. any and all rights or any interests in any Work Product or original works created in connection with this Agreement. Seller irrevocably agrees not to assert against IJSS Inc. or its direct or indirect customers, assignees or licensees any claim of any intellectual property rights of Seller affecting the Work Product.
IJSS Inc. will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or IJSS Inc. Confidential Information, unless (i) such works relate to IJSS Inc.'s business, or IJSS Inc.'s actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for IJSS Inc..
13. Noninterference with business
During and for a period of two years immediately after the termination or expiration of this Agreement, Seller agrees not to unlawfully interfere with the business of IJSS Inc. in any manner, and further agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or other relationship with IJSS Inc..
IJSS Inc. may terminate this Agreement upon written notice to Seller if Seller fails to perform or otherwise breaches this Agreement, files a petition in bankruptcy, becomes insolvent, or dissolves. In the event of such termination, IJSS Inc. shall pay Seller for the portion of the Services satisfactorily performed and those conforming Goods delivered to IJSS Inc. through the date of termination, less appropriate offsets, including any additional costs to be incurred by IJSS Inc. in completing the Services.
IJSS Inc. may terminate this Agreement, or any Service(s), for any other reason upon thirty (30) days' written notice to Seller. Seller shall cease to perform Services and/or provide Goods under this Agreement on the date of termination specified in such notice. In the event of such termination, IJSS Inc. shall be liable to Seller only for those Services satisfactorily performed and those conforming Goods delivered to IJSS Inc. through the date of termination, less appropriate offsets.
Seller may terminate this Agreement upon written notice to IJSS Inc. if IJSS Inc. fails to pay Seller within sixty (120) days after Seller notifies IJSS Inc. in writing that payment is past due.
Upon the expiration or termination of this Agreement for any reason: (a) each party will be released from all obligations to the other arising after the date of expiration or termination, except for those which by their terms survive such termination or expiration; and (b) Seller will promptly notify IJSS Inc. of all IJSS Inc. Confidential Information or any Work Product in Seller's possession and, at the expense of Seller and in accordance with IJSS Inc.'s instructions, will promptly deliver to IJSS Inc. all such IJSS Inc. Confidential Information and/or Work Product.
If Seller breaches this Agreement, IJSS Inc. shall have all remedies available by law and at equity. For the purchase of Goods, Seller's sole remedy in the event of breach of this Agreement by IJSS Inc. shall be the right to recover damages in the amount equal to the difference between market price at the time of breach and the purchase price specified in the Agreement. No alternate method of measuring damages shall apply to this transaction. Seller shall have no right to resell Goods for IJSS Inc.'s account in the event of wrongful rejection, revocation of acceptance, failure to make payment or repudiation by IJSS Inc. and any resale so made shall be for the account of Seller.
16. Force majeure
IJSS Inc. shall not be liable for any failure to perform including failure to (i) accept performance of Services or, (ii) take delivery of the Goods as provided caused by circumstances beyond its control which make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, government action, accident, labor difficulties or shortage, inability to obtain materials, equipment or transportation. In the event IJSS Inc. is so excused, either party may terminate the Agreement and IJSS Inc. shall at its expense and risk, return any Goods received to the place of shipment.
If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
18. Limitation of liability
In no event shall IJSS Inc. be liable to seller or seller's assistants, or any third party for any incidental, indirect, special or consequential damages arising out of, or in connection with, this agreement, whether or not IJSS Inc. was advised of the possibility of such damage.
19. Assignment; Waiver
Seller may not assign this Agreement or any of its rights or obligations under this Agreement, without the prior written consent of IJSS Inc.. Any assignment or transfer without such written consent shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of IJSS Inc. without restriction. A waiver of any default hereunder or of any term or condition of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition.
20. Nonexclusive agreement
This is not an exclusive agreement. IJSS Inc. is free to engage others to perform Services or provide Goods the same as or similar to Seller's. Seller is free to, and is encouraged to, advertise, offer and provide Seller's Services and/or Goods to others; provided however, that Seller does not breach this Agreement.
Except for Purchase Orders which may be sent by local mail, facsimile transmission, or electronically transmitted, all notices, and other communications hereunder shall be in writing, and shall be addressed to Seller or to an authorized IJSS Inc. representative, and shall be considered given when (a) delivered personally, (b) sent by confirmed telex or facsimile, (c) sent by commercial overnight courier with written verification receipt, or (d) three (3) days after having been sent, postage prepaid, by first class or certified mail.
22. Survival of obligations
Any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.
23. Governing law
This Agreement shall be construed in accordance with, and disputes shall be governed by, the laws of the State of California, excluding its conflict of law rules. The Superior Court of the County of Los Angeles or the United States District Court for the Southern District of California shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement. The applicability of the UN Convention on Contracts for the International Sale of Goods is hereby expressly waived by the parties and it shall not apply to the terms and conditions of this Agreement.
24. Entire agreement; modification
This Agreement is the complete, final and exclusive statement of the terms of the agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the subject matter hereof. This Agreement may not be varied, modified, altered, or amended except in writing, including a purchase order or a change order issued by IJSS Inc., signed by the parties. The terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment or other document submitted by Seller. Notwithstanding the foregoing, this Agreement will not supersede or take the place of any written agreement which is signed by both parties and covers the same subject matter as this Agreement or its related purchase orders.
25. Compliance with laws
25.1 General: Seller shall comply fully with all applicable federal, state and local laws in the performance of this Agreement including, but not limited to, all applicable employment, tax, export control and environmental laws.
25.2 Hazardous Materials: If Goods include hazardous materials, Seller represents and warrants that Seller understands the nature of any hazards associated with the manufacture, handling and transportation of such hazardous materials
25.3 Customs: Upon IJSS Inc.'s request, Seller will promptly provide IJSS Inc. with a statement of origin for all Goods and United States Customs documentation for Goods wholly or partially manufactured outside of the United States.
26. Injunctive relief
Seller acknowledges and agrees that the obligations and promises of Seller under this Agreement are of a unique, intellectual nature giving them particular value. Seller's breach of any of the promises contained in this Agreement will result in irreparable and continuing damage to IJSS Inc. for which there will be no adequate remedy at law and, in the event of such breach, IJSS Inc. will be entitled to seek injunctive relief, or a decree of specific performance.