Terms & Conditions

1. AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you,

whether personally or on behalf of an entity (“you”) and Surpass Industrial LLC

("Company," “we," “us," or “our”), concerning your access to and use of the

http://www.surpassindustrial.com website as well as any other media form, media

channel, mobile website or mobile application related, linked, or otherwise connected

thereto (collectively, the “Site”). We are registered in Texas, United States and have our

registered office at 3363 north sam houston pkwy w, houston, TX 77038. You agree

that by accessing the Site, you have read, understood, and agreed to be bound by all

of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF

USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND

YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from

time to time are hereby expressly incorporated herein by reference. We reserve the

right, in our sole discretion, to make changes or modifications to these Terms of Use at

any time and for any reason. We will alert you about any changes by updating the “Last

updated” date of these Terms of Use, and you waive any right to receive specific notice

of each such change. Please ensure that you check the applicable Terms every time

you use our Site so that you understand which Terms apply. You will be subject to, and

will be deemed to have been made aware of and to have accepted, the changes in any

revised Terms of Use by your continued use of the Site after the date such revised

Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any

person or entity in any jurisdiction or country where such distribution or use would be

contrary to law or regulation or which would subject us to any registration requirement

within such jurisdiction or country. Accordingly, those persons who choose to access

the Site from other locations do so on their own initiative and are solely responsible for

compliance with local laws, if and to the extent local laws are applicable.

The Site is not tailored to comply with industry-specific regulations (Health Insurance

Portability and Accountability Act (HIPAA), Federal Information Security Management

Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not

use this Site. You may not use the Site in a way that would violate the Gramm-Leach-

Bliley Act (GLBA).

The Site is intended for users who are at least 18 years old. Persons under the age of

18 are not permitted to use or register for the Site.

 

2. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code,

databases, functionality, software, website designs, audio, video, text, photographs,

and graphics on the Site (collectively, the “Content”) and the trademarks, service

marks, and logos contained therein (the “Marks”) are owned or controlled by us or

licensed to us, and are protected by copyright and trademark laws and various other

intellectual property rights and unfair competition laws of the United States,

international copyright laws, and international conventions. The Content and the Marks

are provided on the Site “AS IS” for your information and personal use only. Except as

expressly provided in these Terms of Use, no part of the Site and no Content or Marks

may be copied, reproduced, aggregated, republished, uploaded, posted, publicly

displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise

exploited for any commercial purpose whatsoever, without our express prior written

permission.

Provided that you are eligible to use the Site, you are granted a limited license to

access and use the Site and to download or print a copy of any portion of the Content

to which you have properly gained access solely for your personal, non-commercial

use. We reserve all rights not expressly granted to you in and to the Site, the Content

and the Marks.

 

3. USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you

submit will be true, accurate, current, and complete; (2) you will maintain the accuracy

of such information and promptly update such registration information as necessary; (3)

you have the legal capacity and you agree to comply with these Terms of Use; (4) you

are not a minor in the jurisdiction in which you reside; (5) you will not access the Site

through automated or non-human means, whether through a bot, script, or otherwise;

(6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of

the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we

have the right to suspend or terminate your account and refuse any and all current or

future use of the Site (or any portion thereof).

 

4. USER REGISTRATION

You may be required to register with the Site. You agree to keep your password

confidential and will be responsible for all use of your account and password. We

reserve the right to remove, reclaim, or change a username you select if we determine,

in our sole discretion, that such username is inappropriate, obscene, or otherwise

objectionable.

 

5. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make

the Site available. The Site may not be used in connection with any commercial

endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

Systematically retrieve data or other content from the Site to create or compile,

directly or indirectly, a collection, compilation, database, or directory without

written permission from us.

Trick, defraud, or mislead us and other users, especially in any attempt to learn

sensitive account information such as user passwords.

Circumvent, disable, or otherwise interfere with security-related features of the

Site, including features that prevent or restrict the use or copying of any Content

or enforce limitations on the use of the Site and/or the Content contained therein.

Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

Use any information obtained from the Site in order to harass, abuse, or harm

another person.

Make improper use of our support services or submit false reports of abuse or

misconduct.

Use the Site in a manner inconsistent with any applicable laws or regulations.

Engage in unauthorized framing of or linking to the Site.

Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or

other material, including excessive use of capital letters and spamming

(continuous posting of repetitive text), that interferes with any party’s

uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters,

or interferes with the use, features, functions, operation, or maintenance of the

Site.

Engage in any automated use of the system, such as using scripts to send

comments or messages, or using any data mining, robots, or similar data

gathering and extraction tools.

Delete the copyright or other proprietary rights notice from any Content.

Attempt to impersonate another user or person or use the username of another

user.

Upload or transmit (or attempt to upload or to transmit) any material that acts as

a passive or active information collection or transmission mechanism, including

without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web

bugs, cookies, or other similar devices (sometimes referred to as “spyware” or

“passive collection mechanisms” or “pcms”).

Interfere with, disrupt, or create an undue burden on the Site or the networks or

services connected to the Site.

Harass, annoy, intimidate, or threaten any of our employees or agents engaged

in providing any portion of the Site to you.

Attempt to bypass any measures of the Site designed to prevent or restrict

access to the Site, or any portion of the Site.

Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML,

JavaScript, or other code.

Except as permitted by applicable law, decipher, decompile, disassemble, or

reverse engineer any of the software comprising or in any way making up a part

of the Site.

Except as may be the result of standard search engine or Internet browser

usage, use, launch, develop, or distribute any automated system, including

without limitation, any spider, robot, cheat utility, scraper, or offline reader that

accesses the Site, or using or launching any unauthorized script or other

software.

Use a buying agent or purchasing agent to make purchases on the Site.

Make any unauthorized use of the Site, including collecting usernames and/or

email addresses of users by electronic or other means for the purpose of

sending unsolicited email, or creating user accounts by automated means or

under false pretenses.

Use the Site as part of any effort to compete with us or otherwise use the Site

and/or the Content for any revenue-generating endeavor or commercial

enterprise.

Use the Site to advertise or offer to sell goods and services.

Sell or otherwise transfer your profile.

 

6. USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. We may provide you with the

opportunity to create, submit, post, display, transmit, perform, publish, distribute, or

broadcast content and materials to us or on the Site, including but not limited to text,

writings, video, audio, photographs, graphics, comments, suggestions, or personal

information or other material (collectively, "Contributions"). Contributions may be

viewable by other users of the Site and through third-party websites. As such, any

Contributions you transmit may be treated in accordance with the Site Privacy Policy.

When you create or make available any Contributions, you thereby represent and

warrant that:

The creation, distribution, transmission, public display, or performance, and the

accessing, downloading, or copying of your Contributions do not and will not

infringe the proprietary rights, including but not limited to the copyright, patent,

trademark, trade secret, or moral rights of any third party.

You are the creator and owner of or have the necessary licenses, rights,

consents, releases, and permissions to use and to authorize us, the Site, and

other users of the Site to use your Contributions in any manner contemplated by

the Site and these Terms of Use.

You have the written consent, release, and/or permission of each and every

identifiable individual person in your Contributions to use the name or likeness of

each and every such identifiable individual person to enable inclusion and use of

your Contributions in any manner contemplated by the Site and these Terms of

Use.

Your Contributions are not false, inaccurate, or misleading.

Your Contributions are not unsolicited or unauthorized advertising, promotional

materials, pyramid schemes, chain letters, spam, mass mailings, or other forms

of solicitation.

Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing,

libelous, slanderous, or otherwise objectionable (as determined by us).

Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

Your Contributions are not used to harass or threaten (in the legal sense of those

terms) any other person and to promote violence against a specific person or

class of people.

Your Contributions do not violate any applicable law, regulation, or rule.

Your Contributions do not violate the privacy or publicity rights of any third party.

Your Contributions do not violate any applicable law concerning child

pornography, or otherwise intended to protect the health or well-being of minors.

Your Contributions do not include any offensive comments that are connected to

race, national origin, gender, sexual preference, or physical handicap.

Your Contributions do not otherwise violate, or link to material that violates, any

provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may

result in, among other things, termination or suspension of your rights to use the Site.

 

7. CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use any information

and personal data that you provide following the terms of the Privacy Policy and your

choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we can

use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of

all of your Contributions and any intellectual property rights or other proprietary rights

associated with your Contributions. We are not liable for any statements or

representations in your Contributions provided by you in any area on the Site. You are

solely responsible for your Contributions to the Site and you expressly agree to

exonerate us from any and all responsibility and to refrain from any legal action against

us regarding your Contributions.

 

8. MOBILE APPLICATION LICENSE

Use License

If you access the Site via a mobile application, then we grant you a revocable, nonexclusive,

non-transferable, limited right to install and use the mobile application on

wireless electronic devices owned or controlled by you, and to access and use the

mobile application on such devices strictly in accordance with the terms and conditions

of this mobile application license contained in these Terms of Use. You shall not: (1)

except as permitted by applicable law, decompile, reverse engineer, disassemble,

attempt to derive the source code of, or decrypt the application; (2) make any

modification, adaptation, improvement, enhancement, translation, or derivative work

from the application; (3) violate any applicable laws, rules, or regulations in connection

with your access or use of the application; (4) remove, alter, or obscure any proprietary

notice (including any notice of copyright or trademark) posted by us or the licensors of

the application; (5) use the application for any revenue generating endeavor,

commercial enterprise, or other purpose for which it is not designed or intended; (6)

make the application available over a network or other environment permitting access

or use by multiple devices or users at the same time; (7) use the application for

creating a product, service, or software that is, directly or indirectly, competitive with or

in any way a substitute for the application; (8) use the application to send automated

queries to any website or to send any unsolicited commercial e-mail; or (9) use any

proprietary information or any of our interfaces or our other intellectual property in the

design, development, manufacture, licensing, or distribution of any applications,

accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the

Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the

license granted to you for our mobile application is limited to a non-transferable license

to use the application on a device that utilizes the Apple iOS or Android operating

systems, as applicable, and in accordance with the usage rules set forth in the

applicable App Distributor’s terms of service; (2) we are responsible for providing any

maintenance and support services with respect to the mobile application as specified in

the terms and conditions of this mobile application license contained in these Terms of

Use or as otherwise required under applicable law, and you acknowledge that each

App Distributor has no obligation whatsoever to furnish any maintenance and support

services with respect to the mobile application; (3) in the event of any failure of the

mobile application to conform to any applicable warranty, you may notify the applicable

App Distributor, and the App Distributor, in accordance with its terms and policies, may

refund the purchase price, if any, paid for the mobile application, and to the maximum

extent permitted by applicable law, the App Distributor will have no other warranty

obligation whatsoever with respect to the mobile application; (4) you represent and

warrant that (i) you are not located in a country that is subject to a U.S. government

embargo, or that has been designated by the U.S. government as a “terrorist

supporting” country and (ii) you are not listed on any U.S. government list of prohibited

or restricted parties; (5) you must comply with applicable third-party terms of

agreement when using the mobile application, e.g., if you have a VoIP application, then

you must not be in violation of their wireless data service agreement when using the

mobile application; and (6) you acknowledge and agree that the App Distributors are

third-party beneficiaries of the terms and conditions in this mobile application license

contained in these Terms of Use, and that each App Distributor will have the right (and

will be deemed to have accepted the right) to enforce the terms and conditions in this

mobile application license contained in these Terms of Use against you as a third-party

beneficiary thereof.

 

9. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas,

feedback, or other information regarding the Site ("Submissions") provided by you to us

are non-confidential and shall become our sole property. We shall own exclusive rights,

including all intellectual property rights, and shall be entitled to the unrestricted use and

dissemination of these Submissions for any lawful purpose, commercial or otherwise,

without acknowledgment or compensation to you. You hereby waive all moral rights to

any such Submissions, and you hereby warrant that any such Submissions are original

with you or that you have the right to submit such Submissions. You agree there shall

be no recourse against us for any alleged or actual infringement or misappropriation of

any proprietary right in your Submissions.

 

10. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of

these Terms of Use; (2) take appropriate legal action against anyone who, in our sole

discretion, violates the law or these Terms of Use, including without limitation, reporting

such user to law enforcement authorities; (3) in our sole discretion and without

limitation, refuse, restrict access to, limit the availability of, or disable (to the extent

technologically feasible) any of your Contributions or any portion thereof; (4) in our sole

discretion and without limitation, notice, or liability, to remove from the Site or otherwise

disable all files and content that are excessive in size or are in any way burdensome to

our systems; and (5) otherwise manage the Site in a manner designed to protect our

rights and property and to facilitate the proper functioning of the Site.

 

11. PRIVACY POLICY

We care about data privacy and security. By using the Site, you agree to be bound by

our Privacy Policy posted on the Site, which is incorporated into these Terms of Use.

Please be advised the Site is hosted in the United States. If you access the Site from

any other region of the world with laws or other requirements governing personal data

collection, use, or disclosure that differ from applicable laws in the United States, then

through your continued use of the Site, you are transferring your data to the United

States, and you agree to have your data transferred to and processed in the United

States.

 

12. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE

RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE

OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING

CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO

REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY

REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS

OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE

YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT

AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME,

WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from

registering and creating a new account under your name, a fake or borrowed name, or

the name of any third party, even if you may be acting on behalf of the third party. In

addition to terminating or suspending your account, we reserve the right to take

appropriate legal action, including without limitation pursuing civil, criminal, and

injunctive redress.

 

13. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time

or for any reason at our sole discretion without notice. However, we have no obligation

to update any information on our Site. We also reserve the right to modify or

discontinue all or part of the Site without notice at any time. We will not be liable to you

or any third party for any modification, price change, suspension, or discontinuance of

the Site.

We cannot guarantee the Site will be available at all times. We may experience

hardware, software, or other problems or need to perform maintenance related to the

Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise,

update, suspend, discontinue, or otherwise modify the Site at any time or for any

reason without notice to you. You agree that we have no liability whatsoever for any

loss, damage, or inconvenience caused by your inability to access or use the Site

during any downtime or discontinuance of the Site. Nothing in these Terms of Use will

be construed to obligate us to maintain and support the Site or to supply any

corrections, updates, or releases in connection therewith.

 

14. GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in

accordance with the laws of the State of Texas applicable to agreements made and to

be entirely performed within the State of Texas, without regard to its conflict of law

principles.

 

15. DISPUTE RESOLUTION

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute

(except those Disputes expressly excluded below) will be finally and exclusively

resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS

PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A

JURY TRIAL. The arbitration shall be commenced and conducted under the

Commercial Arbitration Rules of the American Arbitration Association ("AAA") and,

where appropriate, the AAA’s Supplementary Procedures for Consumer Related

Disputes ("AAA Consumer Rules"), both of which are available at the AAA

website: www.adr.org. Your arbitration fees and your share of arbitrator compensation

shall be governed by the AAA Consumer Rules and, where appropriate, limited by the

AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive,

we will pay all arbitration fees and expenses. The arbitration may be conducted in

person, through the submission of documents, by phone, or online. The arbitrator will

make a decision in writing, but need not provide a statement of reasons unless

requested by either Party. The arbitrator must follow applicable law, and any award

may be challenged if the arbitrator fails to do so. Except where otherwise required by

the applicable AAA rules or applicable law, the arbitration will take place in harris,

Texas. Except as otherwise provided herein, the Parties may litigate in court to compel

arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter

judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall

be commenced or prosecuted in the state and federal courts located in harris, Texas,

and the Parties hereby consent to, and waive all defenses of lack of personal

jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such

state and federal courts. Application of the United Nations Convention on Contracts for

the International Sale of Goods and the Uniform Computer Information Transaction Act

(UCITA) are excluded from these Terms of Use.

If this provision is found to be illegal or unenforceable, then neither Party will elect to

arbitrate any Dispute falling within that portion of this provision found to be illegal or

unenforceable and such Dispute shall be decided by a court of competent jurisdiction

within the courts listed for jurisdiction above, and the Parties agree to submit to the

personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the

Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined

with any other proceeding; (b) there is no right or authority for any Dispute to be

arbitrated on a class-action basis or to utilize class action procedures; and (c) there is

no right or authority for any Dispute to be brought in a purported representative

capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions

concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or

concerning the validity of, any of the intellectual property rights of a Party; (b) any

Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or

unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be

illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling

within that portion of this provision found to be illegal or unenforceable and such

Dispute shall be decided by a court of competent jurisdiction within the courts listed for

jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that

court.

 

16. CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies,

or omissions, including descriptions, pricing, availability, and various other information.

We reserve the right to correct any errors, inaccuracies, or omissions and to change or

update the information on the Site at any time, without prior notice.

 

17. DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE

THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE

RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL

WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND

YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS

ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE

CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO

LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR

INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR

PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR

ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR

USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL

INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY

INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5)

ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE

TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6)

ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY

LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY

CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE

SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME

RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED

BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY

WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER

ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE

RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY

THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE

PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY

ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE

CAUTION WHERE APPROPRIATE.

 

18. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE

LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,

CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE

DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR

OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING

ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU

FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE

ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU

TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION

ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT

ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR

LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR

ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU,

AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

19. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries,

affiliates, and all of our respective officers, agents, partners, and employees, from and

against any loss, damage, liability, claim, or demand, including reasonable attorneys’

fees and expenses, made by any third party due to or arising out of: (1) use of the Site;

(2) breach of these Terms of Use; (3) any breach of your representations and

warranties set forth in these Terms of Use; (4) your violation of the rights of a third

party, including but not limited to intellectual property rights; or (5) any overt harmful act

toward any other user of the Site with whom you connected via the Site.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the

exclusive defense and control of any matter for which you are required to indemnify us,

and you agree to cooperate, at your expense, with our defense of such claims. We will

use reasonable efforts to notify you of any such claim, action, or proceeding which is

subject to this indemnification upon becoming aware of it.

 

20. USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing

the performance of the Site, as well as data relating to your use of the Site. Although

we perform regular routine backups of data, you are solely responsible for all data that

you transmit or that relates to any activity you have undertaken using the Site. You

agree that we shall have no liability to you for any loss or corruption of any such data,

and you hereby waive any right of action against us arising from any such loss or

corruption of such data.

 

21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic

communications. You consent to receive electronic communications, and you agree

that all agreements, notices, disclosures, and other communications we provide to you

electronically, via email and on the Site, satisfy any legal requirement that such

communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC

SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO

ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF

TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby

waive any rights or requirements under any statutes, regulations, rules, ordinances, or

other laws in any jurisdiction which require an original signature or delivery or retention

of non-electronic records, or to payments or the granting of credits by any means other

than electronic means.

 

22. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint

Assistance Unit of the Division of Consumer Services of the California Department of

Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento,

California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

 

23. MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in

respect to the Site constitute the entire agreement and understanding between you and

us. Our failure to exercise or enforce any right or provision of these Terms of Use shall

not operate as a waiver of such right or provision. These Terms of Use operate to the

fullest extent permissible by law. We may assign any or all of our rights and obligations

to others at any time. We shall not be responsible or liable for any loss, damage, delay,

or failure to act caused by any cause beyond our reasonable control. If any provision or

part of a provision of these Terms of Use is determined to be unlawful, void, or

unenforceable, that provision or part of the provision is deemed severable from these

Terms of Use and does not affect the validity and enforceability of any remaining

provisions. There is no joint venture, partnership, employment or agency relationship

created between you and us as a result of these Terms of Use or use of the Site. You

agree that these Terms of Use will not be construed against us by virtue of having

drafted them. You hereby waive any and all defenses you may have based on the

electronic form of these Terms of Use and the lack of signing by the parties hereto to

execute these Terms of Use.

 

24. CONTACT US

In order to resolve a complaint regarding the Site or to receive further information

regarding use of the Site, please contact us at:

Surpass Industrial LLC

3363 north sam houston pkwy w

houston, TX 77038

United States

Phone: 281-846-4606

info@surpasscorp.com