Terms and Conditions

GoExpedi Terms and Conditions

 Last Updated: October 6, 2021

PLEASE REVIEW THESE GOEXPEDI TERMS AND CONDITIONS (“TERMS”) CAREFULLY BEFORE USING THE SITE (AS DEFINED BELOW), AS THEY CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU.    

By using the Site, you affirm that you are of legal age to enter into an agreement with us, and you accept and are bound by these Terms. You affirm that if you use the Site on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms.  You may not use the Site or Order or obtain Products from us if you (i) do not agree to these Terms, and (ii) are not at least the age of majority in your state or province of residence.

These Terms include a binding arbitration clause (see Section 15), which requires you and us to arbitrate claims instead of adjudicating them in court.  You should also carefully review our Privacy Policy before placing an Order for Products (see Section 11).

Introduction

These Terms are between Expedi, Inc. (dba GoExpedi) (“GoExpedi” or “we”) and the customer Ordering Products from GoExpedi or making use of the Site (“Customer” or “you”).  Each of GoExpedi and Customer are referred to herein as a “Party” and collectively as the “Parties.”  These Terms shall govern your use of the Site and the sale of Products to you by GoExpedi pursuant to your Order. 

You can review the most current version of these Terms at any time on the Site. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to the Site. It is your responsibility to check the Site periodically for changes. Your continued use of or access to the Site following the posting of any changes constitutes acceptance of those changes.

1. Defined Terms 

 The following words, when capitalized, have the following meanings:

 “Site” means any website, world wide web domain, digital content or Services provided by GoExpedi or its subsidiaries as part of conducting business.

 “Services” means any capability, including ordering, fulfillment, or reporting related services and procedures conducted on the Site, including over the telephone or via email.

 “Intellectual Property” means patents, copyrights, trademarks, trade secrets, and any other proprietary intellectual property rights.

 “Order” means an order for Products from you to GoExpedi or its affiliates, which is communicated to GoExpedi via the Site (with a written order confirmation to follow from GoExpedi to you, which shall serve as the final documentation of the Order).

 “Products” means those goods or services offered for sale by GoExpedi on the Site.

 “Representatives” means a Party’s service providers, officers, directors, employees, contractors, suppliers, and agents.

2. Products

 2.1. Orders of Products.  You agree that your Order is an offer to buy, under these Terms, all Products described in your Order.  GoExpedi may refuse to fulfill any Order or provide access to the Site, at any time in its sole discretion.  Each Order is subject to these Terms, whether or not referenced in the Order, and any additional or different terms or conditions provided by you in connection with an Order are expressly rejected and will be of no force or effect nor binding upon either Party, unless the modified terms specifically reference these Terms and are mutually agreed upon in a signed writing by authorized representatives of both Parties.  Orders are not valid or binding upon GoExpedi until accepted by GoExpedi, and once accepted by GoExpedi cannot be withdrawn, modified, terminated, or postponed by Customer. 

 2.2. Delivery of Products.  Requested shipping instructions and other pertinent delivery information must be included in any Order.  Unless stated otherwise in the confirmation email we send you concerning your Order, (i) delivery of Products shall be made DDP (Incoterms 2010) at the “ship to” destination stated in our confirmation email, and (ii) title and risk of loss or damage to Products passes to Customer when the Products are delivered to the Customer.  Charges for shipping and handling may apply, and if applicable will be as set forth in the Order confirmation email and/or invoice we send you.  GoExpedi will use commercially reasonable efforts to meet requested or anticipated delivery times but is not responsible for delays caused by acts beyond its reasonable control, including without limitation, any failure of the transportation carrier to meet the delivery schedule. 

 2.3. Inspection of Products; Refund Policy. Unless you provide GoExpedi with written notice of any deficiencies relating to the Products or the Order (including any damaged Products or any shortage in the quantity of Products Ordered)within three (3) business days from the date of the receipt of the Products (the “Inspection Period”),you will be deemed to have waived any such objections and will be deemed to have accepted the Products and shall pay the amount invoiced to you in connection with the Order for such Products.  Any such written notices mustdescribe the alleged deficiency with particularity and shall be sent via email toreturns@goexpedi.comRequests to return Products and receive a refund are subject to this Section 2.3 and our Refund Policy, which may be viewed at https://shop.goexpedi.com/refund-policy(“Refund Policy”).  If you are eligible for a refund, you must cooperate with GoExpedi’s process with respect to the return of the Product and any insurance claims or related matters.  Not all Products are eligible for return, and the Refund Policy shall govern any requested returns.  GoExpedi may revise the Refund Policy from time to time by posting the revised policy on the Site.  

 2.4. Product Information.  Product details on the Site are for reference purposes only and do not constitute any representation or warranty as to the features or functionality of a given Product (you should contact the Product manufacturer for any such Product specifications).  Images of Products may vary from actual Products (including in color or where a stock image of a similar model of Product is used). 

 2.5. Export.  GoExpedi makes no representation that the Products are appropriate or will be available for use in locations other than the United States of America, and we reserve the right to limit the sales of Products to any person, geographic region or jurisdiction.  Unless otherwise explicitly stated, all marketing or promotional materials found on the Site are solely directed to companies or other entities located in the United States. If you use the Site from outside the United States of America, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations. Products and any related documentation and technical data included with or contained in such Products may be subject to export control laws and regulations.  Neither the Products, nor any Site Content, may be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals. You shall comply strictly with all United States export and other laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

 2.6. Discontinuance of Products.  We reserve the right to discontinue the sale of various Products at any time and without notice to you.  We shall not be liable to you or to any third-party for any suspension or discontinuance of the Products. 

3. Pricing and Fees

 3.1. Pricing.   The prices charged for any Products shall be those which are posted, listed, or quoted by GoExpedi (either directly to Customer or publicly on the Site) as of the time of the acceptance of the Order.  Unless otherwise agreed with you in writing, we reserve the right to modify the prices charged for Products at any time and without notice to you. Change of price for a Product will only apply to Orders placed after the time of such price change.  The Product prices that we have made available to you may not be disclosed to any third party, and it shall be a material breach of these Terms for you to do so.

 3.2. Total Price for Order.   The dollar amount of your Order displayed prior to Order completion is only an estimate, based on Products selected and prices at the time of Ordering, as adjusted by anticipated and potentially applicable charges and fees (collectively, the “Estimated Total”). The actual amount that you will be charged for the Order will be based on the prices, charges and fees applicable to the Order on the day and time that the Order is sourced and processed (collectively, the “Final Total”). The Final Total cannot be determined until the day and time the Order is sourced and processed for multiple reasons, including the availability of the Products selected and the potential substitution of similar Products, and the potential need to make more than one shipment for your Order. 

 3.3. Invoicing & Payment.  If you do not pay for your Order via credit card pursuant to Section 3.4, you will be issued an invoice for your Order and payment shall be due thirty (30) days after the invoice date, unless otherwise agreed to in writing by GoExpedi. If you fail to timely pay your account, GoExpedi or its affiliates may hold further Orders, refuse to sell additional Products to you, and/or charge late payment fees and interest on past due amounts. Interest shall accrue at the lesser of 18% per annum (1.5% per month, which interest shall be first charged on the 31st day after the date of the invoice, and shall be charged monthly thereafter on the day of the month when interest was first charged) or the maximum amount allowed by law on any invoice from the date such invoice becomes due. We may use the services of a collection service and/or an attorney to collect amounts overdue. In such event, you agree that you will be liable for all fees incurred by us, including collection service fees and/or attorney’s fees, costs, and expenses arising out of the collection efforts.

 3.4.   Credit Card Payment.  Orders paid for via credit card shall be subject to the terms and conditions of this Section 3.4 and the other applicable provisions of these Terms.

 3.4.1.     Payment made via credit card must be received by us before our acceptance of an Order. We accept the following credit cards for all purchases on the site https://shop.goexpedi.com (and our partner branded platforms): Visa, Mastercard, American Express, Discover.

 3.4.2.     Your payment of the Final Total amount for each Order, including all applicable fees, taxes, and charges, will be charged as part of the Order sourcing and processing procedure. GoExpedi will charge the Final Total amount for the Order to the credit card you selected during the Order submission process. You authorize GoExpedi to make and collect such payment. If payment is made successfully, you will receive a confirmation email of your completed payment. If unsuccessful, you will be advised that your payment has failed. GoExpedi will not be advised why a payment has failed; therefore, you should contact your credit card provider for details. You acknowledge that if we cannot collect the charge for any reason, we may elect to turn the matter over to a collection agency.

 3.4.3.     When processing credit card payments, we will run a temporary pre-authorization charge that will not be completed and will be removed from your card in accordance with the terms of your issuing bank. The amount of this charge may be equal to the Estimated Total plus an amount up to 20% to cover shipping fees.

 3.4.4.     You represent and warrant to GoExpedi that (i) you are 18 years of age or over, (ii) you are duly authorized to use the credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, (iv) you will pay the credit card issuer all charges incurred for your Order, and (v) the information supplied by you is true, correct and complete.

 3.4.5.     By using GoExpedi’s online credit card facilities and providing payment card information, you consent to, accept and authorize (i) your personal data and credit card information being provided to “Authorize.Net (A Visa Solution)” for the sole purpose of offering and administering the online payments, (ii) storage of your credit card data (name, credit card number, expiration date) by “Authorize.Net (A Visa Solution)” for purposes of future online transactions, and (iii) all future transactions made via the Site (wherein credit card payment is selected by you) and for GoExpedi to charge you on such credit card(s) in the amount of each such transaction, in accordance with this Section 3.4. You are responsible for all purchases made using your credit card information, including unauthorized transactions made by a third party. You are responsible for updating your payment information with GoExpedi whenever it is no longer current/accurate. If you believe there is an error in your billing or unauthorized access to your account, please contact us at ar@goexpedi.com.

 3.4.6.     We respect the privacy of every individual who visits our Site, and the Site has security measures in place to protect the loss, misuse and alteration of the information under our control. Credit card payments are secure and will be processed directly by “Authorize.Net (A Visa Solution)”. Credit card numbers are protected with a high level of encryption when transmitted over the Internet. GoExpedi does not store in any way your credit card details.

3.5. Taxes.  Prices do not include sales, use, or excise taxes, export/import duties, tariffs or other similar charges (collectively, “Taxes”). As and when calculated, the amount of any present, retro-active, or future Taxes applicable to your purchase of Products will be added to the prices of the Products and will be paid by you unless you provide GoExpedi with tax exemption certificates acceptable to the appropriate taxing authorities.

4. Site

 4.1. GoExpedi Website.  You acknowledge and agree that, although secure encryption protocols may be used, information you supply using the Site could be subject to interception by third parties.  GoExpedi may make various schematics, historical usage, inventory availability, compatible part information, Product details, and related content (“Site Content”) available to you through the Site.  GoExpedi may at any time modify, change, discontinue, or suspend the Site and any Site Content without any liability whatsoever.  We have no obligation whatsoever to maintain or backup any Site Content, including any information which you have provided through or using the Site.  We may from time to time provide you with access to third-party systems or services (“Optional Tools”), and you agree that any use of Optional Tools shall be solely at your own risk, subject to any applicable terms between you and the third-party provider.  The Site may contain links to third-party websites, and you agree that GoExpedi shall have no liability whatsoever for the content, features, or functionality of any such third-party websites.  If we identify any error or inaccuracy in the Site Content (including price, shipping time, or other Product related details), we may correct such information at any time, and you agree that we may cancel or update any Orders with respect to any such inaccurate information.      

 4.2. Prohibited Uses. You are prohibited from using the Site or its content: (i) for any unlawful purpose, or for soliciting others to perform or participate in any unlawful acts; (ii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iii) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (iv) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (v) to submit false or misleading information; (vi) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site or of any related website, other websites, or the Internet; (vii) to collect or track the personal information of others; (viii) to spam, phish, pharm, pretext, spider, crawl, or scrape; (ix) for any obscene or immoral purpose; or (x) to interfere with or circumvent the security features of the Site or any related website, other websites, or the Internet. You further agree not to (i) reproduce, duplicate, copy, sell, resell or exploit any portion of the Site Content without express written permission by us, and (ii) disclose your login name and password to third parties.  We reserve the right to terminate your use of the Site and seek any available legal remedy against you for violating any of the terms described in this Section 4.2.  

5. Certain Customer Obligations

 5.1. General.  You agree to use the Products and Site in compliance with all laws applicable to you and such use and represent and warrant that such use shall not (i) violate applicable law or (ii) infringe on the rights of any third party.  You must keep your account and billing information current and accurate at all times.  You must keep accounts and credentials used in accessing the Site secure, and may not share them amongst multiple users.  You must promptly notify GoExpedi of any suspected compromise of your account information or account credentials.  You are responsible for any use of the Site through your associated accounts, regardless of whether such acts were authorized by you.

 5.2. Anti-Bribery/Corrupt Practices.  You agree that you will not take any action with respect to any Product purchased from us that could cause either Party to be in violation of any applicable anti-bribery and anti-corruption laws or regulations, including but not limited to the US Foreign Corrupt Practices Act and the UK Bribery Act 2010.  Generally speaking, these laws prohibit the payment or promise of payment of anything of value, either directly or indirectly, to the representative of a commercial entity or an official of a foreign government, foreign political party, party official, or candidate for foreign office, for the purpose of influencing any act or decision in their official capacity, or inducing such person to use their influence to assist a Party to obtain, retain or direct business, or secure any improper business advantage. 

6. Intellectual Property

6.1. General.  Customer shall retain exclusive ownership of Intellectual Property created, authored, or invented by it prior to use of the Site, including (but not limited to) any logo or business trademarks (“Customer IP”).    GoExpedi shall own any and all Intellectual Property created as part of providing the Site, including (but not limited to) the Site itself and the Products (collectively “GoExpedi IP”).  You agree that, unless otherwise agreed with us in a signed writing, you hereby grant to GoExpedi a perpetual, worldwide right & license to any Customer IP embodied in the Site for the sole purpose of providing Service to Customer.  Subject to your compliance with these Terms, GoExpedi grants to you a limited, non-exclusive, non-transferable, royalty-free right and license (without right of sublicense) during the term of these Terms, to use the Site for your internal use.  You may not use the GoExpedi name or logo, or other identifying indicia, without GoExpedi’s prior written consent.

6.2. Infringement.  If the delivery of the Site infringes on the intellectual property of a third party and we determine that it is not reasonably or commercially practicable to obtain the right to use the infringing element, or modify the Site such that they do not infringe, then we may terminate any applicable Order and your access to the Site and will not have any liability on account of such termination.

7. Disclaimers 

7.1. General. ALL PRODUCTS OFFERED (WHETHER VIA THE SITE, OR OTHERWISE) ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.  YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF ANY MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

7.2. Not the Manufacturer.  You acknowledge that GoExpedi is not the manufacturer of the Products and is acting as a reseller.  GoExpedi shall pass on to you, to the extent available, any original manufacturer’s written warranties associated with the Products purchased by you. 

7.3. Site Content/Optional Tools. All content on the Site is provided solely and exclusively for reference purposes and on an AS-IS basis with no representation or warranty whatsoever, including as to its accuracy or completeness.  GoExpedi and its affiliates are not responsible if Site Content is not accurate, complete or current, and GoExpedi and its affiliates have no obligation whatsoever to update, correct, or maintain Site Content.  Optional Tools are provided solely and exclusively on an AS-IS basis with no representation or warranty whatsoever.  We do not guarantee, represent or warrant that the Site will be error-free, uninterrupted, or completely secure, and you acknowledge that there is an inherent risk of unauthorized access to any information which you submit via the Site.

7.4. Third Party Products, Sites and Services. We make no representation or warranty whatsoever with regard to any third-party products, sites, or services which we may recommend for your consideration.

8. Limitations on Damages 

EXCEPT FOR LIABILITY FOR (I) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND (II) CLAIMS UNDER SECTION 9, NEITHER PARTY (NOR ITS AFFILIATES, NOR SUCH PARTY’S OR ITS AFFILIATES’ REPRESENTATIVES) SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND ARISING IN CONNECTION WITH THE TRANSACTIONS GOVERNED BY THESE TERMS (INCLUDING YOUR PURCHASE OF THE PRODUCTS, OR YOUR USE OF THE PRODUCTS OR THE SITE), EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  THE SOLE AND ENTIRE MAXIMUM LIABILITY OF GOEXPEDI AND ITS AFFILIATES AND ITS AND THEIR REPRESENTATIVES, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS YOU HAVE ORDERED WHICH FORM THE BASIS FOR THE CLAIM.

9. Indemnification 

If we, our affiliates, or any of our or their Representatives (the “Indemnitees”) are faced with a legal claim by a third party arising out of your actual or alleged (i) gross negligence, willful misconduct, or fraudulent misrepresentation, (ii) breach of your agreement with your customers or end users, or (iii) breach of your obligations under these Terms, then you will pay the cost of defending the claim (including reasonable legal fees) and any damages, awards, fines, or other penalties that are imposed on the Indemnitees as a result of the claim.  We will choose legal counsel to defend the claim provided that the choice is reasonable and communicated to you.  You must comply with our reasonable requests for assistance and cooperation in defense of the Claim.  We may not settle the claim without your consent, which may not be unreasonably withheld, delayed, or conditioned.  You must pay costs and expenses due under this Section as we incur them.

10. Term and Termination 

These Terms are effective unless and until terminated by either you or GoExpedi.  You may terminate these Terms at any time, provided that you discontinue any further use of the Site.  We also may terminate these Terms at any time and may do so immediately without notice, and deny you access to the Site, if in our sole discretion you fail to comply with any term or provision of these Terms.  The obligations and liabilities of the Parties incurred prior to the termination date shall survive the termination of these Terms for all purposes, and all terms herein that by their nature are intended to survive termination of these Terms shall survive termination of these Terms (including but not limited to provisions relating to Pricing and Fees (Section 3), Intellectual Property (Section 6), Disclaimers (Section 7), Limitations on Damages (Section 8), Indemnification (Section 9), Governing Law (Section 14), Arbitration (Section 15) and Miscellaneous (Section 17). 

11. Privacy Policy  

Our Privacy Policy, located at https://shop.goexpedi.com/privacy-policy, governs the processing of all personal data collected from you in connection with your purchase of Products and use of the Site.  Please review the Privacy Policy carefully, as your use of the Site and your Ordering of Products constitutes your acceptance of the Privacy Policy.

12. Assignment/Subcontractors 

You may not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 12 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.  GoExpedi may use affiliates or subcontractors to perform any or all of its obligations with respect to its Service or Orders, provided GoExpedi remains responsible for work performed by its affiliates and subcontractors to the same extent as if GoExpedi performed such work itself.

13. Force Majeure 

We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemics or pandemics (including actions taken by the government or companies in response thereto), lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

14. Governing Law 

All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas.

15. Arbitration; Jury Trial Waiver 

YOU AND GOEXPEDI ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS BETWEEN US IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.  ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS FROM US (WHETHER THROUGH THE SITE, OR OTHERWISE) OR YOUR VIOLATION OR ALLEGED VIOLATION OF THESE TERMS WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.  THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.  THE SEAT OF THE ARBITRATION SHALL BE HOUSTON, TEXAS. 

16. Notices 

We may provide any notice to you under these Terms by (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.  To give us notice under these Terms, you must contact us as follows: (i) by email to info@goexpedi.com; or (ii) by personal delivery, overnight courier or registered or certified mail to GoExpedi, 8844 N. Sam Houston Pkwy W, Suite 210, Houston, TX 77064, attention: Legal. We may update the email address or mailing address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by email are effective upon our sending you a reply email confirming receipt.  Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

17. Miscellaneous

If any portion of these Terms is found invalid, illegal, void or unenforceable, the rest of these Terms will continue in effect, and the invalid, illegal, void or unenforceable part shall be reformed to the extent possible to make it enforceable and give business efficacy to these Terms.  Each Party may enforce its respective rights under these Terms even if it has waived the right or failed to enforce the same or other rights in the past.  The relationship between the Parties is that of independent contractors and not business partners, and neither Party is an agent for the other or has the right to bind the other to any agreement with a third party.  The use of the word “including” means “including without limitation.”  Other than Representatives for the purposes of Section 9, there are no third-party beneficiaries with respect to these Terms or Products sold hereunder.  The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms. These Terms, our Privacy Policy, and our Refund Policy will be deemed the final and integrated agreement between you and us with respect to the matters contained in these Terms. While in no way limiting the generality of the foregoing, the pre-printed terms of your business forms shall be void and of no effect.