These Terms and Conditions of Online Sale (these “Terms”) govern the sale of drone battery packs and related products (collectively, the “Products”) by Re:Build Manufacturing TPS I, LLC d/b/a Re:Build Battery Solutions (“Seller”) to you (“Buyer”, “You” or “Your“) through Seller’s website at store.rebuildmanufacturing.com (the “Site”).  

These Terms contain very important information regarding Your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read it carefully.  

These Terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. 

By placing an order for Products from the Site, You accept and are bound by these Terms. Products sold through the Site are available only for shipment within the United States. If you are an individual placing an Order for Products from this Site, (a) you must be at least 18 years of age or legal age to form a binding contract with Seller; and (b) you represent and warrant you are not prohibited from accessing or using this Site or any of this Site’s contents or the Product under applicable law. If you are an individual acting on behalf of an entity to place an order for Products from this Site for the entity, the foregoing requirements (a) and (b) apply in addition to you representing and warranting you are a duly authorized representative of such entity and have the authority to accept these terms on behalf of such entity. 

You may not order or obtain Products from this Site if You do not agree to these Terms. The latest version of these Terms will be posted on the Site, and you should review these Terms before purchasing any Products that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.  

1. ORDER, ACCEPTANCE, AND CANCELLATION: Buyer agrees that Buyer’s order is an offer to buy all Products listed in Buyer’s order under these Terms. All orders must be accepted by Seller or Seller will not be obligated to sell the Products to Buyer. Seller may choose not to accept any orders in Seller’s sole discretion, including any order that Seller determines may involve an unsupported destination, prohibited end use, government or defense procurement, custom-design request, bulk purchase, or other matter requiring direct review. If Seller does not accept an order after Buyer’s payment has been authorized or captured, Seller will void the authorization or refund the amount paid for that order, less any amounts expressly permitted by these Terms. After having received Buyer’s order, Seller will send Buyer a confirmation email with Buyer’s order number and details of the items Buyer has ordered. Acceptance of Buyer’s order and the formation of the contract of sale between Seller and Buyer will not take place unless and until Seller has sent Buyer’s order confirmation email. Buyer may cancel an order within twenty-four (24) hours after placing it by visiting store.rebuildmanufacturing.com unless the order has already shipped. Orders cancelled more than twenty-four (24) hours after placement will be subject to a cancellation fee equal to fifty percent (50%) of the Price. Orders may not be cancelled after shipment. 
2. NO OTHER TERMS: No additional or different terms, whether contained in a purchase order or any other communication from Buyer (whether written or verbal and whether previously given or later asserted), shall amend, alter, or take precedence over these Terms or be binding upon Seller. The failure of Seller to object to any such additional or different terms shall not be a waiver of these Terms nor an acceptance of such additional or different terms.  
3. PRICE AND PAYMENT:  
   1. All prices posted on this Site are subject to change without notice. The price charged for a Product will be the price in effect at the time the order is placed and will be set out in Buyer’s order confirmation email. Price increases will only apply to orders placed after such changes. Seller is not responsible for pricing, typographical, or other errors in any offer by Seller and Seller reserves the right to cancel any orders arising from such errors. 
   2. Buyer shall pay for all Products, Surcharges, and other amounts due through the payment methods made available at checkout or otherwise approved by Seller in writing. If Seller separately approves invoiced payment terms for any order, the invoice shall be deemed undisputed unless Buyer provides Seller with written notice of dispute within thirty (30) days after the date of the applicable invoice. 
   3. The Price is exclusive of any applicable taxes (including, if applicable, tariffs, VAT, GST), customs duties, packaging, insurance, and delivery charges (collectively “Surcharges”), which shall be payable by Buyer in addition to the Price.   
   4. Payment of the Price and Surcharges will be made by Buyer at the time of checkout unless Seller approves other payment terms in writing. Buyer must pay all such fees by Automated Clearing House (ACH), credit card, or another payment method made available by Seller. Seller reserves the right to refuse to ship any orders accepted by Seller if payment is not received, payment authorization fails, a chargeback or payment dispute is initiated, or at any time, in Seller’s opinion, Buyer’s credit standing becomes impaired or unsatisfactory to Seller. Buyer represents and warrants that (i) the payment information Buyer supplies to Seller is true, correct, and complete, (ii) Buyer is duly authorized to use such payment information for the purchase, and (iii) charges incurred by Buyer will be honored by Buyer’s designated bank or credit card company. Buyer authorizes Seller to bill and charge Buyer’s payment method on file for payment or deduction without further approval. 
      1. All purchases of Products through the Site are processed by third-party payment processors. Seller’s collection, use, and disclosure of personal information is described in Seller’s Privacy Policy. By initiating a purchase on the Site, Buyer acknowledges and agrees that the completion of any transaction may require Buyer to accept the terms and conditions, privacy policies, and other applicable agreements imposed by such third-party payment processors. Seller does not control and is not responsible for the terms, conditions, or policies of any third-party payment processor, and Buyer’s acceptance of such terms is a condition precedent to the completion of any purchase. Buyer further acknowledges that Seller may, at its sole discretion, change, replace, or discontinue any third-party payment processor at any time without prior notice to Buyer. In the event that Buyer does not accept the terms and conditions of the applicable third-party payment processor, Buyer may be unable to complete the purchase of the Product, and Seller shall have no liability to Buyer arising from or related to Buyer’s inability or refusal to accept such terms. 
      2. Seller makes no representations or warranties regarding the security, reliability, or performance of any third-party payment processor. Any disputes arising between Buyer and a third-party payment processor shall be resolved solely between Buyer and the applicable third-party payment processor, and Buyer agrees to hold Seller harmless from any claims, losses, or damages resulting from Buyer’s use of or interaction with such third-party payment processing services.
   5. In the event that Buyer does not pay any amount when due, Seller shall be entitled to exercise any or all of the following rights: (i) charge interest on all unpaid amounts at the lesser of: (1) one and one-half percent (1½%) per month, or (2) the maximum lawful rate; (ii) recover from Buyer all costs incurred by Seller in collection of any unpaid amounts, including reasonable attorneys’ fees; (iii) suspend credit (if any is given) or change the payment terms; (iv) automatically cause all other outstanding amounts to be immediately due and payable irrespective of their terms; and (v) suspend all subsequent deliveries to Buyer (whether under these Terms or any other agreement with Buyer), with no liability to Buyer for such suspension, until all amounts due by Buyer have been paid in full.  
   6. Acceptance by Seller of less than full payment shall not be deemed a waiver of any of its rights.   
   7. Buyer shall pay all sums due without set-off, counterclaim, deduction or withholding except as required by law. Payments are non-refundable except to the extent expressly provided in these Terms or otherwise agreed by Seller in writing. 
   8. All payments will be made in U.S. Dollars (USD) unless otherwise agreed by Seller in writing.  
4. DELIVERY: 
   1. Seller will ship the Products within the United States using FedEx Ground or another carrier and shipping method selected by Seller, subject to applicable hazardous materials requirements (the “Delivery Terms”). Expedited shipping is not guaranteed and is available only if Seller confirms that the shipment can be made in compliance with applicable hazardous materials requirements. Any delivery date provided by Seller shall be an estimate only and Seller shall have no liability for any delay in delivery (howsoever caused), including, but not limited to, any costs incurred by Buyer related to any delay. Time for delivery shall not be of the essence. Packaging by Seller of Products, or parts thereof, will be in accordance with Seller’s applicable packaging procedures and practices for the Products shipped.  
   2. Risk of loss of the Products shall pass to Buyer upon Seller’s tender of the Products to the carrier. Seller retains a purchase money security interest in Products delivered to Buyer and in the proceeds of any resale of such Products until Seller’s invoices have been paid in full. 
   3. Seller may make Products available in partial or full shipments, at Seller’s sole discretion. 
   4. If Buyer fails to accept delivery of the Products, Seller may: (i) store the Products at Buyer’s risk and charge reasonable storage costs; and/or (ii) sell the Products at the best price readily obtainable and charge Buyer for any shortfall plus reasonable costs of sale. 
5. EXPORT CONTROL.  
   1. All orders and sales under these Terms are subject to applicable governmental export control regulations and any Seller export control policies made available to Buyer. 
   2. Buyer acknowledges and agrees that: (i) the Products are subject to U.S. export controls and economic sanctions, including the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 (the “EAR”) and the regulations, directives, and orders administered by the U.S. Office of Foreign Assets Control (“OFAC”), and may not be used, exported, re-exported, transferred, or diverted in violation of these or other applicable laws; (ii) the Products have an export control classification number (“ECCN”) of 9A991.d and are restricted for export under the EAR; (iii) in the event of any export, re-export, or retransfer of the Products, Buyer shall be solely responsible for compliance with the EAR, the Foreign Trade Regulations, 15 C.F.R. Part 30, the rules and regulations of OFAC and U.S. Customs and Border Protection, and all other applicable licensing, reporting, and recordkeeping requirements and associated costs; (iv) without limitation to the foregoing, under no circumstances may Buyer transfer the Products, directly or indirectly, to or for: (1) Belarus, Cuba, Iran, North Korea, Russia, Syria, or Russia-occupied areas of Ukraine, (2) parties subject to blocking, export denial, or other trade sanction, including those identified on the EAR Entity List or the OFAC Specially Designated Nationals and Blocked Persons List, or any entity owned 50% or more, directly or indirectly, individually or in the aggregate, by one or more such parties, (3) any military end user or military end use in Burma (Myanmar), Cambodia, China, Nicaragua, Venezuela, or other country that from time to time may be listed in 15 C.F.R. § 744.21, or (4) any activities involving nuclear proliferation, chemical, biological, or nuclear weapons, or missiles capable of delivering such weapons; (v) Buyer shall not resell the Products if Buyer knows or has reason to know that they are intended or likely to be used for any purpose described in this Section 5(b); and (vi) Buyer shall indemnify, defend, and hold harmless Seller from and against all claims, demands, actions, suits, proceedings, investigations, judgments, orders, losses, damages, liabilities, fines, penalties, costs, and expenses arising out of or resulting from any violation of trade control laws or regulations caused by Buyer’s transfer or use of the Products. Any breach of this provision is deemed a material breach. 
   3. Seller has no obligation to seek or obtain any export license or other governmental authorization for Buyer, and Seller shall have no liability arising from or relating to the denial, delay, suspension, or unavailability of any such license or authorization. 
6. FORCE MAJEURE: Seller shall be excused from performance of its obligations hereunder, shall not be liable or responsible to Buyer, and shall not be deemed to have defaulted or breached these Terms if Seller is delayed or prevented from performing its obligations under these Terms due to causes outside of Seller’s reasonable control, including, but not limited to, any Act of God; fire; strike; lockout; riot; flood; explosion; epidemic; pandemic; quarantine; shortage of labor; industrial disturbances; shortage of, or inability to obtain, adequate raw materials, fuel, equipment, or utilities; shortage of transportation; critical equipment failure; terrorism or foreign or domestic wars or hostilities; arrests or restraints; embargoes or other import or export restrictions; action, law, or order of any government; change in regulation; and national or regional emergency (each such condition a “Force Majeure Event”). During the pendency of any Force Majeure Event, Seller’s obligations will be suspended. 
7. WARRANTY; RETURNS:  
   1. For a period of one (1) year for the applicable Products (the “Warranty Period”) and subject to Section 7(b), Seller warrants that the Products shall be free from manufacturing defects in material and workmanship (the “Warranty”). If Buyer gives written notice to Seller during the Warranty Period that the Products do not conform to the Warranty, Buyer shall follow Seller’s return authorization process and ship the alleged defective Products to Seller using Seller’s instructions and any hazmat-compliant return shipping label provided by Seller. If Seller determines that any such Products are defective, Seller shall, at Seller’s option and expense, either: (i) repair the defective Products; (ii) replace the defective Products; or (iii) refund the portion of the Price paid by Buyer for the defective Products. The remedies set forth in this Section 7(a) shall be Buyer’s sole remedies and Seller’s sole liability for breach of the Warranty, and in no event will Seller’s liability (regarding apparent defects or hidden defects) exceed the invoiced value of the concerned Product. 
   2. A Product may be made to (i) specifications limited by the Site during the ordering process for the Product (“Configurable Products”); or (ii) instructions or designs supplied by the Buyer (or any third party on behalf of the Buyer) (“Custom Products”). Configurable Products will materially conform to the specifications agreed to by Seller when accepting Buyer’s order from the Site. Custom Products are not available for purchase through the Site and will require a separate written agreement, such as a statement of work, between Buyer and Seller; MOREOVER, CUSTOM PRODUCTS ARE EXCLUDED FROM THE SECTION 7(a) WARRANTY AND SECTION 9(c) INDEMNITY UNDER THESE TERMS.  
   3. Seller does not accept returns or exchanges of non-defective Products. Used, opened, modified, damaged, or discharged Products are not eligible for return or exchange, except to the extent Seller authorizes return of an alleged defective Product under Section 7(a). Buyer must include the order number or other return authorization information required by Seller with any returned Product. Seller will pay reasonable return shipping and re-delivery costs for Products Seller confirms are defective under the Warranty. Buyer will be responsible for all shipping, handling, storage, inspection, and re-delivery costs for non-defective, unauthorized, or improperly returned Products. As applicable, Buyer will be informed once the Product is repaired or replaced. If Buyer fails to pay invoiced Surcharges for the repaired or replaced Product within three (3) months following notification of Seller’s repair or replacement, such Product will be deemed Seller’s property and Seller will be released from its obligation to return the same to Buyer.  
   4. Seller shall not be liable for any breach of the Warranty if: (i) Buyer makes further use of the Products after giving notice of a defect, except as expressly authorized by Seller in writing; (ii) Buyer fails to follow Seller’s return authorization process; (iii) the defect is a result of crash damage, overdischarge, normal cell degradation, damage, negligence, storage of the Products other than in accordance with Seller’s instructions, failure to follow instructions, including the operation manual provided with or made available for the Products, misuse, or alteration by anyone other than Seller; (iv) the Products have been used other than for their intended purpose (v) Buyer fails to notify Seller of any defect within seven (7) days of discovery; or (vi) notification of a defect is given after the expiration of the Warranty Period. 
   5. This warranty is personal to Buyer, it may not be assigned by Buyer, and no party other than Buyer may exercise the remedies in Section 7(a). 
   6. OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 7(a), SELLER MAKES NO WARRANTY AS TO THE PRODUCTS AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.  
8. TERMINATION: Seller may terminate these Terms upon written notice to Buyer if: (a) Buyer fails to pay any amounts due by the due date; (b) Buyer makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated bankrupt or insolvent, or files a petition seeking reorganization or similar relief under bankruptcy or other debtor relief laws; (c) Buyer ceases, or threatens to cease, to carry on business; or (d) Buyer breaches these Terms and (if remediable) fails to remedy such breach within fourteen (14) calendar days of Seller’s written notice of the breach. On termination for any reason, Buyer shall immediately pay all outstanding sums due to Seller and return to Seller (at Buyer’s cost) all Products for which title has not passed. Sections 3(b)-(h), 5, 7, and 9-13, and any payment obligations accrued before termination, shall survive termination of these Terms. 
9. LIMITATION OF LIABILITY, INDEMNIFICATION, AND TIME FOR CLAIMS:  
   1. In no event shall Seller be liable to Buyer for any incidental, indirect, consequential, special, or punitive damages of any kind or nature arising out of these Terms and/or the Products, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, even if Seller has been warned of the possibility of any such loss or damage and even if any of the limited remedies in these Terms fail their essential purpose. Buyer agrees that Seller’s liability arising out of these Terms and/or the Products, whether arising under contract, tort (including negligence and strict liability), indemnity, or otherwise shall not exceed the amounts paid by Buyer to Seller for the Products subject to any claim. This Section 9(a) shall not apply to the extent prohibited by applicable law. 
   2. Buyer shall indemnify, defend, and hold harmless Seller and its parent, subsidiary, and affiliated entities and its and their respective officers, directors, members, managers, shareholders, employees, contractors, representatives, and agents against all claims, liabilities, costs, expenses, damages, and losses (including reasonable attorneys’ fees) suffered or incurred by Seller arising from: (i) Buyer’s use of the Products not in accordance with Seller’s written instructions or applicable regulations; (ii) Buyer’s breach of its representations in Section 11; or (iii) the breach of applicable law or regulation by, or any act or omission of, Buyer or its personnel, agents, contractors, or representatives. 
   3. Subject to Sections 7(b) and 9(a), Seller shall indemnify, defend, and hold harmless Buyer and its parent, subsidiary, and affiliated entities and its and their respective officers, directors, members, managers, shareholders, employees, contractors, representatives, and agents against all claims, liabilities, costs, expenses, damages, and losses (including reasonable attorneys’ fees) suffered or incurred by Buyer arising from any willful infringement or willful misappropriation of a third party’s patent, trade secret, copyright, trademark or other proprietary rights (“Intellectual Property Rights”) by the Product; provided that: (i) Buyer gives Seller prompt written notice thereof and reasonable cooperation, information and assistance in connection therewith; (ii) Seller shall have sole control and authority with respect to defense or settlement thereof; and (iii) Buyer takes no action that is contrary to Seller’s interest. If a Product becomes, or in Seller’s reasonable opinion is likely to become, the subject of a claim of infringement or misappropriation of any Intellectual Property Rights, Seller shall, at its sole expense, either (a) procure for Buyer the right to continue to use the Product, or (b) replace or modify the Product to make it non-infringing, provided that the modified Product does not materially degrade the performance of the Product compared to applicable specifications and documentation agreed to by Seller at the time of sale for the Product. Seller shall have no liability: (1) in the event the allegation of infringement is a result of a modification of the Product except a modification by Seller, (2) if the Product is not being used in accordance with Seller’s specifications, related documentation and guidelines, (3) if the alleged infringement is a result of use of the Products in combination with any third party product, (4) for any customized Product provided by Seller in accordance with Buyer’s specifications, (5) for any claim relating to open source software or freeware technology that is not embedded by Seller into the Products, (6) for any Product provided on a no-charge, beta, or evaluation basis, or (7) if the applicable fees due for the Product have not been paid or Buyer is otherwise in breach of these Terms. The indemnifications contained herein shall not apply and Seller shall have no liability in relation to any Product produced by Seller at the specific direction of Buyer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF SELLER REGARDING CLAIMS OF INFRINGEMENT, AND THE EXCLUSIVE REMEDY AVAILABLE TO BUYER WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS. 
   4. Without modifying the rights, conditions or limitations in Section 9(c), any other claims by Buyer pertaining to the Products or these Terms must be brought no later than the earlier of: (i) one (1) year after delivery of the applicable Products in accordance with the Delivery Terms; or (ii) the end of the applicable statute of limitations. 
10. BUYER REPRESENTATIONS: Buyer represents and warrants that: (a) it is purchasing the Product for its own use and that it shall not resell or distribute the Product to any other party without Seller’s prior written approval; (b) it shall comply with all applicable laws in its use and purchase of the Product and the conduct of its business; (c) it shall be responsible for ensuring that the Products are suitable for Buyer’s intended use and for compliance with all applicable federal, state, and local regulations governing the use, storage, charging, handling, transportation, and any Seller-approved onward supply of the Products; (d) it shall use the Products in accordance with all written instructions, safety materials, manuals, specifications, and safety data sheets provided or made available by Seller and will ensure that the Products are at all times operated by qualified personnel; (e) it shall not modify, relabel, or alter the Products in any way that may affect their regulatory status without Seller’s prior written consent; and (f) it is not placing an order through the Site for any government or defense procurement, custom-design request, international shipment, export, re-export, or restricted end use. 
11. INTELLECTUAL PROPERTY:  
    1. All Intellectual Property Rights in the Products and any associated documentation shall remain the property of Seller or its licensors. Nothing in these Terms shall be deemed to be a transfer of, or license or grant of right in or to, any such Intellectual Property Rights from Seller to Buyer. Buyer shall not use Seller’s name, logo, trademarks or branding without Seller’s prior written consent. Products and documentation thereto may affix, emboss, engrave, or otherwise incorporate notices of Seller’s Intellectual Property Rights, and Buyer may not remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices.  
    2. Except as explicitly authorized in a separate written agreement with Seller, Buyer shall not service, repair, modify, alter, reconstruct, replace, reverse engineer, or otherwise change the Products. To the extent any software is incorporated or embedded with the Product, Buyer must not reverse engineer, disassemble, decompile, decode, or otherwise attempt derive or gain access to the source code of the software.   
12. ARBITRATION:  
    1. BUYER AND SELLER AGREE TO SOLELY AND FINALLY SETTLE ANY DISPUTE BY CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THESE TERMS AND, WHERE NOT INCONSISTENT WITH THESE TERMS, WITH THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), WHICH RULES ARE HEREBY INCORPORATED BY REFERENCE. BUYER AND SELLER AGREE TO GIVE UP RIGHTS TO LITIGATE CLAIMS IN COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS A PARTY WOULD HAVE IF IT WENT TO COURT MAY ALSO BE UNAVAILABLE OR LIMITED IN ARBITRATION. 
    2. The Federal Arbitration Act will govern the interpretation and enforcement of this section. 
    3. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or these Terms is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. 
    4. Buyer agrees to an arbitration on an individual basis. In any dispute, NEITHER BUYER NOR SELLER WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. 
    5. Exceptions to arbitration requirement: Any claim for emergency, temporary, preliminary, or permanent injunctive relief to enjoin infringement or other misuse of Intellectual Property Rights, or to prevent imminent or ongoing property damage or injury to person or property, any or all of which may be brought in a court of law.  
    6. A prevailing party in any court proceeding which does not violate the Arbitration requirement shall be entitled to recover its reasonable attorney’s fees and costs (including filing fees, court reporters, document fees, and expert witness fees; but excluding travel costs) from the other party, at all levels of pre-trial, trial, appeal, enforcement, and bankruptcy. 
    7. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced. 
13. General Provisions: 
    1. All notices, claims, requests and other communications under these Terms shall be in writing and shall be addressed or delivered to Seller through the contact method or address provided on the Site or to Buyer through the contact information Buyer provides with its order. 
    2. These Terms shall be governed by the laws of the State of Delaware. Subject to Section 12 (Arbitration) above, any legal action, suit or proceeding in law or equity arising out of or relating to these Terms, the Products, or any of the transactions contemplated herein or therein shall be instituted in the state or federal courts located in Delaware. Each party further irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THESE TERMS, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (ii) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (iv) IT HAS DECIDED TO ENTER INTO THESE TERMS IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
    3. Buyer may not assign these Terms without Seller’s prior written consent, which may be withheld in Seller’s sole discretion. Seller may freely assign these Terms and/or subcontract its obligations thereunder without notice to or consent by Buyer. 
    4. If any provision of these Terms is deemed invalid or unenforceable under the laws of the relevant jurisdiction, the invalid or unenforceable provision shall be considered ineffective and severed from the rest of these Terms. All other sections, however, shall remain valid and enforceable and shall not be influenced by the invalid provision in any way. 
    5. Any headings or titles used to identify or separate sections of these Terms are used only for purposes of accessibility and organization and shall not affect the interpretation of these Terms or its formation. 
    6. These Terms contain the entire understanding between the parties hereto with respect to the subject matter hereof and entirely supersede all prior agreements, arrangements, and communications regarding such subject matter. 
    7. Seller’s relationship to Buyer is that of an independent contractor, and these Terms shall not be construed to create an agency or partnership between the parties. 
    8. The failure by Seller to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Seller. 
    9. These Terms do not and are not intended to confer any rights or remedies upon any person other than Buyer, except for Seller’s affiliates and other indemnified parties expressly identified in these Terms.