User Agreement

Table of Contents

  1. introduction
  2. about GoDirect Trade
  3. Services Offered By GoDirect Trade
  4. registration And Subscription Packages
  5. registered User Conduct
    1. Compliance With Applicable Laws
    2. Circumvent Services
    3. Listings
    4. Communication
    5. Intellectual Property
    6. Registered User Conduct – Enforcement
  6. Conditions Of Listing
  7. Conditions Of Buying
  8. Fees And Payment
    1. Payment By Invoice
    2. Payment By Credit Card
  9. Intellectual Property License
  10. Term, Renewal Of Services And User Agreement
  11. Confidentiality
  12. Disclaimer Of Warranties
  13. Limitation Of Liability
  14. Data Access Rights
  15. Assignment
  16. Choice Of Law And Forum
  17. Dispute Resolution – Mediation And Arbitration
  18. Release
  19. Entire Agreement
  20. Excusable Delay   
  21. Notice
  22. Relationship Of The Parties
  23. Severability
  24. Survival
  25. Taxes, Duties And Tariffs
  26. Waiver

1.INTRODUCTION

This User Agreement and all policies and procedures published on our website www.godirecttrade.com set out the terms on which we offer you access to and use of our GoDirect™ Trade platform and the services we provide. Our latest policies and procedures can be accessed on www.godirecttrade.com/user-agreement. By accessing our website or using our services you agree to abide by the terms of this User Agreement and all policies and procedures as set out herein.

For purposes of this User Agreement you are contracting with Honeywell International Inc registered office at 1209 Orange Street, Wilmington, DE 1980, USA and principal executive offices are located at 115 Tabor Rd, Morris Plains, NJ 07950, USA.  In this User Agreement Honeywell International Inc may be referred to as "Honeywell" "we," or "us."

2.ABOUT GODIRECT™ TRADE

Go Direct Trade is an online marketplace that enables registered users to buy and sell used and new aerospace components and services. The eventual contract of sale or service is between registered users; we only provide the online platform and certain value added services to which registered users can opt in.

We may offer registered users assistance on certain elements of a transaction that may include amongst others: currency conversion; certificates of conformity; pricing suggestions, shipping and freight; however, such assistance is only informational in nature and you may decide to utilize it or not.

We have no control over and do not guarantee: the existence, quality, safety or legality of components or services listed by registered users; the truth or accuracy of registered users' content or listings; the ability of sellers to sell components; the ability of buyers to pay for components or services; or that a buyer or seller will complete a transaction.

3. SERVICES OFFERED BY GODIRECT™ TRADE

We provide several different services that allow registered users to interact with other registered users, us and 3rd parties described throughout the website, hereinafter the “Services”. Whereas we make reasonable efforts to provide registered users access to the Services we cannot guarantee availability of all Services at all times, and we reserve the right to change, modify or discontinue Services without prior notice at our discretion.

4.REGISTRATION and SUBSCRIPTION PACKAGES

Only registered users can use the Services we provide; to register, please go to www.godirecttrade.com. Registered users may provide access to the Services to their designated employees who are authorized to conduct business on behalf of the registered user. Upon your successful registration, you will establish a username and a password, both of which you should keep confidential at all times. As part of the registration process you may also generate individual usernames and passwords for your authorized employees. It is your responsibility to ensure that your authorized employees keep confidential their usernames and passwords. The terms of this User Agreement apply to your authorized employees to the same extent that they apply to you. You may not provide access to the Services to any other party that is not authorized by us and, in any case, you remain liable for any action of your authorized employees or other parties that have obtained access to the Services via you. We reserve the right to reject your application to become a registered user for any reason and without cause. We may also ask for additional information about you or your organization in addition to the information you provide as part of the registration process and to verify your credentials.

As part of the registration process you may order from us certain subscription packages that include several Services we offer as described throughout the registration process set out above. All subscription packages are subject to the terms of this User Agreement. We may invoice you separately for subscription packages and Services or as part of the registration process.  You may place purchase orders on us for the services and subscription packages we provide using the process set out below; 

Orders will specify: (1) purchase order number; (2) Honeywell’s part number including a general description of the services you intend to order; (3) fee for the services; (4) quantity; and (6) location to which invoices will be sent for payment. Orders are subject to Honeywell’s minimum order requirements, our acceptance and the terms and conditions set out in this User Agreement.  Honeywell's order acknowledgment will not constitute acceptance.  Any additional or conflicting terms on an order will not apply unless specifically agreed to in writing by us. Honeywell reserves the right to reject, and will have no liability for orders which do not meet the requirements set forth in this paragraph.

5.REGISTERED USER CONDUCT

5.1 COMPLIANCE WITH APPLICABLE LAWS

In connection with using or accessing the Services we provide, you will use the Services in compliance with all applicable local, state, national, and international laws, rules, and regulations, including but not limited to all applicable export control laws and regulations. You also agree to comply with all applicable Honeywell instructions, policies, and procedures, and in particular you agree to the terms set out in the Honeywell Code of Business Conduct which can be accessed here: HONEYWELL CODE OF CONDUCT

5.2 CIRCUMVENT SERVICES

In connection with using or accessing the Services we provide, you will NOT circumvent the Services or any part of our website to avoid the payment of any fees or charges due from you or a third party to us. You also will not support, facilitate, or take part in any attempt to avoid any fees or charges due from you or third parties. You must inform us immediately if you become aware of any conduct of any user of our website or Services that may have the effect of circumventing or otherwise avoiding the payment of any fees or charges due to us.

5.3 LISTINGS

You must not list or upload any content in any form in areas of our website that you are not authorized to post content, and you must not post any false, inaccurate, misleading, deceptive, defamatory, or otherwise libelous content of any form in any portion of our website. You must not take any action to undermine the prices set out in the listings of other registered users, and you must not take any action that may undermine our feedback or rating system relative to you as a registered user or to a specific listing. Except with our prior written consent, you may not use any robot, spider, scraper, data mining tools, data gathering or extraction tools, or other automated means to access our website or other Services for any purpose, including the upload of product listings.

5.4 COMMUNICATION

Except with our prior written consent you must not send any unsolicited or bulk electronic communications or chain letters to other registered users or third parties using our Services.

5.5 INTELLECTUAL PROPERTY

You must not infringe the copyright, trademark, patent, or other intellectual property rights held by other registered users or by us. You may not reproduce, display, distribute, copy, reverse engineer, decompile, disassemble or prepare derivative works from content that is owned by or licensed to us, other registered users or third parties.

5.6 REGISTERED USER CONDUCT – ENFORCEMENT

If we have reason to believe that you or your agent are in breach or anticipated breach of this section 5, we may at our sole discretion (1) issue a warning to you or, (2) suspend our performance under this User Agreement by temporarily revoking your access to the Services, or (3) terminate this User Agreement in full or in part as set out in section 10 “TERM, RENEWAL OF SERVICES AND USER AGREEMENT” without notice or other obligation to you.

We may use systems and software that can scan and analyze the contents of every message and communication you sent using our Services, including messages between registered users, to detect and prevent fraudulent activity or violations of this User Agreement, including the herein incorporated policies and procedures. Registered users can report any violation of this section 5 to support@GoDirectTrade.com. 

6. CONDITIONS OF LISTING

When listing an aerospace component or service using our Services you agree to comply with all of the following listing conditions:

-       You must ensure the accuracy of your listings, including the description, condition, and availability of the items described in your listings;

-       You must ensure that any listing must include an accurate image of the product, appropriate supporting documentation, and price. 

-       Any listing that in our opinion violates this User Agreement may be removed or rejected by us;

-       We reserve the right to verify your listing and any content that you may upload using our Services prior to publication;

-       We cannot guarantee a specific location of your listings in search results on our website or on 3rd party search engines;

-       We may provide you with non-binding suggestions to consider when creating a listing. Such suggestions may be based on the aggregated history of similar sold aerospace components or services. You agree that we may evaluate, re-use including but not limited to anonymized resale or sublicense of any data derived from your listing and we may display the sales history of your aerospace components to those of other registered users.

7. CONDITIONS OF BUYING

When buying an aerospace component or service from a third party registered user or using our Services, you agree with the following conditions:

-       It is your sole responsibility to read and understand the conditions on which you enter into a transaction with another registered user.

-     You or your agent enter into a binding agreement with another registered user by any means authorized as part of our Services

8. FEES and PAYMENT

The fees we charge for our seller subscription packages and for using our seller Services can be obtained by contacting support@GoDirectTrade.com. Unless agreed otherwise with you in writing we may change our fees from time to time.

In addition to the fees as set out above, you may be liable for additional fees, depending on the Services you are using within the GoDirect™ Trade platform; such fees are detailed as part of our subscription packages or separately as quoted by us. All fees paid to us are not refundable.

8.1 PAYMENT BY INVOICE

Unless you have been approved for credit terms by us, payment for all orders you place for Services will be made in advance. In the event you have been approved for credit terms, payment will be due no later than 30 calendar days from the date of invoice unless a shorter time period is specified on the invoice or otherwise communicated to you in writing. We will determine in our sole discretion if you qualify for credit terms.  If credit terms are granted, we may change your credit terms at any time in our sole discretion and may, without notice to you, modify or withdraw credit terms for any order, including open orders. We are not required to provide a hard copy of the invoice.

Payments must be in U.S. currency and must be made via electronic fund transfer. You must send an email to GCTSAERORemittance@Honeywell.com on or before the date of such electronic fund transfer advising remittance detail containing at a minimum your order number, our invoice number and the amount paid per invoice. You agree to pay a service fee in the amount of five hundred US dollars ($500.00) each time you fail to include the remittance detail and minimum information described above. Disputes as to invoices must be accompanied by detailed supporting information and are deemed waived 15 days following the invoice date.  We reserve the right to correct any inaccurate invoices.  Any corrected invoice must be paid by the original invoice payment due date or the issuance date of the corrected invoice, whichever is later. You must pay the undisputed amount of the invoice within the original invoice payment due date.

8.2 PAYMENT BY CREDIT CARD

We accept payment by credit card for annual subscription packages and will automatically charge your credit card in advance monthly or annually, depending upon which subscription package you select.

If you are delinquent in your payment obligations to us for any undisputed amount, we may, at our sole option and until all delinquent amounts and late charges, if any, are paid: (1) be relieved of our obligations with respect to access to GoDirect™ Trade platform and the Services we provide; (2) refuse to process any credit to which you may be entitled; (3) set off any credit or sum owed by us to you against any undisputed amount owed by you to us; (4) withhold performance and future shipments to You; (5) declare your performance in breach and terminate any order; (6) repossess products for which payment has not been made; (7) deliver or grant access to future Services on a cash-in-advance basis; (8) assess late charges  on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof; (9) recover all costs of collection including, without limitation, reasonable attorneys’ fees; (10) if you are delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; or (11) combine any of the above rights and remedies as may be permitted by applicable law. The above remedies are in addition to all other remedies available at law or in equity.

9. INTELLECTUAL PROPERTY LICENSE

You hereby grant to us and our affiliated companies a worldwide, non-exclusive, perpetual, irrevocable, royalty free and transferable license to exercise any and all intellectual property rights you have in any content that you have uploaded using or is directly or indirectly derived from using our Services. To the extent permitted under applicable law, you waive your right to enforce against us or our affiliates your intellectual property rights in that content in connection with our Services.

You represent and warrant that for all content you provide while using our Services, (a) you own or otherwise have the right to use all intellectual property rights; (b) that such content is accurate; and (c) that use of any such content (including derivative works thereof) by us or our affiliated companies is in compliance with this User Agreement and does not and will not infringe any intellectual property rights of any third party.

You will at your expense, defend and indemnify us and our affiliated companies from and against any and all loss, cost, expense, damage, claim, demand, or liability, including reasonable attorney and professional fees and costs, and the cost of settlement, compromise, judgment, or verdict incurred  arising out of, resulting from, or occurring in connection with any: (a) alleged patent, copyright, or trademark infringement; (b) alleged unlawful disclosure, use, or misappropriation of a trade secret; (c) allegation of and/or failure to provide updates to software deliverables to mitigate the risk of vulnerability; or (d) alleged violation of any other third-party intellectual property right, and from expenses incurred by us in defense of such suit, claim, or proceeding if you do not undertake the defense thereof.  You will have the right to conduct the defense of any such claim or action and, consistent with our rights hereunder, all negotiations for its settlement. But in no event will you enter into any settlement without our prior written consent, which will not be unreasonably withheld.  We may participate in a defense or negotiations to protect its interests. If an infringement claim is upheld or is reasonably believed by us to be upheld, or if any injunction or restraining order is issued, you will, at your expense, either obtain for us the right to continue using the content you uploaded or replace or modify content to make it non-infringing, provided that the replacement or modification is acceptable to us. You shall also indemnify our customers and agents for such infringement if and to the extent that we have agreed to so indemnify them, but to no greater extent than you indemnify us herein and under the same conditions as set forth herein.

10. TERM, RENEWAL OF SERVICES AND USER AGREEMENT

As a registered user the term of this User Agreement is specified in your subscription package. Unless terminated in accordance with the terms set out in this section this User Agreement and the Services you are using are automatically renewed for 12 months following the term.

You or we may terminate this User Agreement, subscription packages and Services for convenience at any time on sixty days written notice.

Either party may terminate this User Agreement, subscription packages and Services by giving written notice to the other party upon the occurrence of any of the following events:

a)         Except as otherwise provided in (b), the other party breaches this User Agreement and fails to remedy the breach within 60 calendar days after receipt of written notice that specifies the grounds for the material breach;

b)         the other party fails to make any payment required to be made under this User Agreement when due, and fails to remedy the breach within 3 calendar days after receipt of written notice of non-payment; or

c)         any insolvency or suspension of the other party's operations or any petition filed or proceeding made by or against the other party under any state, federal, or other applicable law relating to bankruptcy, arrangement, reorganization, receivership, or assignment for the benefit of creditors or other similar proceedings.

Termination does not affect any debt, claim, or cause of action accruing to either party against the other before the termination.  The rights of termination provided in this clause are not exclusive of other remedies that either party may be entitled to under this User Agreement, in law or equity.

11. CONFIDENTIALITY

“Proprietary Information” means any information, technical data or know-how in whatever form that is not generally known. Proprietary Information also includes information disclosed orally or visually if the disclosing party: (i) identifies it as Proprietary Information before disclosure; (ii) reduces it to written summary form and marks it as being confidential, proprietary or trade secret; and (iii) transmits the written summary form to the receiving party within 30 days after disclosure.

Except as permitted in this User Agreement, the receiving party will not use or disclose Proprietary Information for 10 years from the expiration or termination date of this User Agreement.

Each party will protect Proprietary Information using the same degree of care it uses to protect its own Proprietary Information, but in no event less than a reasonable degree of care. Neither party will be liable for non-negligent, inadvertent disclosure or use, provided that upon discovery of any inadvertent disclosure or use, the receiving party notifies the original disclosing party promptly, takes reasonable steps to mitigate any damage that may result from the inadvertent disclosure, and endeavors to prevent any further inadvertent disclosure or use.

The receiving party has no duty to protect information that is: (a) developed by the receiving party independently of the disclosing party’s Proprietary Information; (b) obtained without restriction by the receiving party from a third party who had a legal right to make the disclosure; (c) publicly available other than through the breach of this User Agreement by the receiving party; or (d) known to the receiving party at the time of its disclosure, without an existing duty to protect the information.

The receiving party may disclose Proprietary Information only to its employees and contract employees (collectively “Employees”) having a need-to-know with respect to the intent of this User Agreement. Each party must ensure that its Employees are aware of, are subject to and comply with the terms of this User Agreement. The receiving party may disclose the disclosing party’s Proprietary Information to a third party with respect to the intent of this User Agreement if: (1) the disclosing party authorizes it in writing; (2) the receiving party under this User Agreement requires the third party recipient to enter into a proprietary information agreement containing terms and conditions no less stringent than those imposed upon the receiving party under this User Agreement; and (3) the receiving party provides an executed copy of the proprietary information agreement to the disclosing party upon request of the disclosing party.

During the term of this User Agreement, the receiving party may use the Proprietary Information strictly in connection with the intent of this User Agreement (the “Purpose”) and not use Proprietary Information for any other purpose whatsoever. The receiving party may make a limited number of copies of Proprietary Information as is necessary to complete the Purpose. All copies made will reproduce the restrictive legends on the original.

Absent explicit written consent from the disclosing party, the receiving party is not permitted to use or disclose the disclosing party’s Proprietary Information, in whole or in part, to: (A) to manufacture itself or to enable the manufacture by any third party of the disclosing party's products, products similar thereto, or products derived therefrom, without the prior express written consent of the disclosing party; (B) decompile, disassemble, decode, reproduce, redesign, reverse engineer any products or equipment of the disclosing party or any part thereof;  (C) perform any services, including services relating to the products or equipment of the disclosing party; or (D) deliver under a contract or make subject to a "rights in data" clause or equivalent clause.

Nothing in this User Agreement grants or confers any rights on the part of any party by license or otherwise, express or implied, to any invention, discovery, or to any patent covering the invention or discovery.

The receiving party will promptly notify the disclosing party, if faced with legal action or a request under U.S. or foreign government regulations to disclose any of the disclosing party’s Proprietary Information. If the disclosing party requests, the receiving party will cooperate in all reasonable respects to contest the disclosure, or obtain a protective order or other remedy. Except in connection with a failure to discharge the responsibilities set forth in the preceding sentence, neither party will be liable in any way for any disclosures made under judicial action or U.S. or foreign government regulations.

12. DISCLAIMER OF WARRANTIES

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis.

In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

  • the content you provide using the GoDirect™ Trade website or our Services;
  • your use of or your inability to use the GoDirect™ Trade website or our Services
  • delays or disruptions in the GoDirect™ Trade website or our Services
  • viruses or other malicious software obtained by accessing or linking to our Services;
  • glitches, bugs, errors, or inaccuracies of any kind in our Services;
  • damage to your hardware device from the use of any our Services;
  • the content, actions, or inactions of third parties, including items listed using our Services

13. LIMITATION OF LIABILITY

IN NO EVENT WILL WE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, STATUTORY, OR INDIRECT DAMAGES, LOSS OF PROFITS, REVENUES, OR USE, OR THE LOSS OR CORRUPTION OF DATA, EVEN IF INFORMED OF THE POSSIBILITY OF THESE DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  THE AGGREGATE LIABILITY OF US FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS USER AGREEMENT IS LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT PAID FOR YOUR ANNUAL SUBSCRIPTION OR SERVICES DURING THE CALENDAR YEAR PRECEEDING THE EVENT THAT GAVE RISE TO THE CLAIM, WHICHEVER THE LOWER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, INDEMNITY, WARRANTY, TORT, OPERATION OF LAW, OR OTHERWISE.

14. DATA ACCESS RIGHTS

We may receive data output from, input to, generated by or otherwise accessible through your use of the GoDirect™ Trade and our Services as a result of its use or operation (hereinafter “Data”). You give us the irrevocable right to retain, use, copy, modify, license, and disclose the Data for any purpose. 

15. ASSIGNMENT

Neither Party will assign any rights or obligations under this User Agreement without the advance written consent of the other party, which consent will not be unreasonably withheld or delayed except that either party may assign this User Agreement in connection with the sale or transfer of all or substantially all of the assets of the product line or business to which it pertains. Any attempt to assign or delegate in violation of this clause will be void.

16. CHOICE OF LAW AND FORUM

This User Agreement will be governed by the laws of the State of New York, without regard to conflicts of law principles.  Application of the Uniform Computer Information Transactions Act and United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor law to either is specifically excluded. The Federal courts of the State of New York will have exclusive jurisdiction to adjudicate any dispute arising out of or related to this User Agreement and the parties hereby submit to the jurisdiction of such courts. Buyer will not bring a legal or equitable action more than one year after the cause of action arose unless a shorter period is provided by applicable law.

17. DISPUTE RESOLUTION – MEDIATION and ARBITRATION

In the event of any controversy or claim arising out of or relating to this contract, or the breach thereof, the parties hereto agree first to try and settle the dispute by mediation, administered by the International Centre for Dispute Resolution under its Mediation Rules. If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this contract shall be settled by arbitration as set out below.

If not resolved by mediation, any dispute, claim, controversy, action, cause of action, arising out of or relating to this User Agreement, including the breach, termination or validity thereof, will be finally resolved by a sole arbitrator in accordance with the International Institute for Conflict Prevention & Resolution, Inc. (CPR) Rules for Non-Administered Arbitration then currently in effect.  The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.  The place of arbitration will be New York, New York. The law of this arbitration clause will be in accordance with the applicable law set forth in this User Agreement.

Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.  Either party also may, without waiving any remedy under this User Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the arbitrator’s determination of the merits of the controversy.

If any dispute, or response to any dispute, includes an allegation that potentially concerns whether any intellectual property right owned, controlled, or licensable by either party is invalid, unenforceable or infringed or misappropriated, or is otherwise limited in scope or application, then either party may, in its sole discretion, elect to have that dispute adjudicated before a court of competent jurisdiction and this section will not be binding on either party with respect to that dispute in its entirety or any related dispute, including any portions of a dispute that do not concern intellectual property rights.

18. RELEASE

If you have a dispute with one or more users, you release us from any claims, demands or damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any statutory protections.

19. ENTIRE AGREEMENT

This User Agreement contains the entire agreement between the parties with respect to the subject matter of this User Agreement and supersedes any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter of this User Agreement.  This User Agreement will not be varied except in writing signed by an authorized representative of each party.

20. EXCUSABLE DELAY

Except for payment obligations, neither party will be liable to the other for any failure to meet its obligations due to any Force Majeure event.  Force Majeure is an event beyond the reasonable control of the non-performing party and may include but is not limited to: (a) delays or refusals to grant an export license or the suspension or revocation thereof, (b) any other acts of any government that would limit a party’s ability to perform under this User Agreement, (c) fires, earthquakes, floods, tropical storms, hurricanes, tornadoes, severe weather conditions, or any other acts of God, (d) quarantines or regional medical crises, (e) shortages or inability to obtain materials or components, (f) labor strikes or lockouts, and (g) riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism or war, declared or not (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property). If a force majeure event causes a delay, then the date of performance will be extended by the period of time that the non-performing party is actually delayed, or for any other period as the parties may agree in writing.

21. NOTICE

Every notice between the parties relating to the performance or administration of this User Agreement will be made in writing.

All Notices required under this User Agreement will be deemed received either:

 -Two calendar days after mailing by certified mail, return receipt requested and postage prepaid; or

- One business day after deposit for next day delivery with a commercial overnight carrier provided the carrier obtains a written verification of receipt from the receiving party, or

- Two business days after receipt by Honeywell to email address support@GoDirectTrade.com 

22. RELATIONSHIP OF THE PARTIES

The parties acknowledge that they are independent contractors and no other relationship, including, without limitation, partnership, joint venture, employment, franchise, master/servant, or principal/agent is intended by this User Agreement.  Neither party has the right to bind or obligate the other.

23. SEVERABILITY

If any provision or portion of a provision of this User Agreement is determined to be illegal, invalid, or unenforceable, the validity of the remaining provisions will not be affected. The parties may agree to replace the stricken provision with a valid and

enforceable provision.

24. SURVIVAL

Provisions of this User Agreement that by their nature should continue in force beyond the completion or termination of this User Agreement, will remain in force.

25. TAXES, DUTIES AND TARIFFS

Our pricing excludes all taxes (including but not limited to, sales, use, excise, value-added, and other similar taxes), tariffs and duties (including but not limited to, amounts imposed upon the fees we charge you, or bill of material thereof under any Trade Act, including, but not limited to, the Trade Expansion Act, section 232 and the Trade Act of 1974, section 301) and charges (collectively, “Taxes”).  You will pay all Taxes resulting from this User Agreement or our performance under this User Agreement, whether imposed, levied, collected, withheld, or assessed now or later.  If we are required to impose, levy, collect, withhold, or assess any Taxes on any transaction under this User Agreement, then in addition we will invoice you for such Taxes.

If any Taxes are required to be withheld from amounts paid or payable to us under this User Agreement, (a) such withholding amount will not be deducted from the amounts due we originally priced, (b) you will pay the Taxes on our behalf to the relevant taxing authority in accordance with applicable law, and (c) you will forward to us, within 60 days of payment, proof of Taxes paid sufficient to establish the withholding amount and the recipient.

In no event will we be liable for Taxes paid or payable by you.  This clause will survive expiration or any termination of this User Agreement.

26. WAIVER

The failure of either party to enforce at any time any provision of this User Agreement will not be construed to be a continuing waiver of those provisions.

Version 10, last updated December 2018