PETRIOT.COM
SELLER TERMS OF USE AND SERVICE AGREEMENT
WELCOME TO PETRIOT.COM
The goal of Petriot.com is to provide access to the widest selection of merchandise made in the U.S.A. to the largest group of people possible. To ensure a safe, nonoffensive environment for all of our users, we have established this Seller Terms of Use and Service Agreement (referred to herein as the “Agreement”.) This Agreement sets forth what Sellers can expect from Petriot and what Petriot expects from its Sellers. By accessing any area of Petriot.com, you agree to be legally bound and to abide by this Agreement. Petriot.com is owned and operated by Petriot, LLC, a Delaware limited liability company. Any references herein to “Petriot” shall be deemed to refer to Petriot.com and/or Petriot, LLC, as applicable under the circumstances. Petriot may, at any time, for any reason and without notice, make changes to (1) the Petriot.com website (the “Website”), including its look, feel, format, and content; (2) the products and/or services as described in the Website; and (3) this Agreement. Any modifications will take effect when posted to the Website. Therefore, each time you access the Website, you need to review this Agreement, the continuing acceptance of which is a condition of Seller’s access and use of this Website. By your continuing use of the Website after changes are posted, you will be deemed to have accepted such changes.
ACKNOWLEDGMENT
This Agreement, including all documents referenced herein or linked to from within this Agreement, represents the entire understanding between you and Petriot.com regarding your relationship with Petriot.com and supersedes any prior statements or representations, whether written or verbal. YOU AGREE TO BE BOUND BY THIS SELLER TERMS OF USE AND SERVICE AGREEMENT, AND ANY CHANGES HERETO WHEN POSTED ON THIS WEBSITE.
SELLER LEGAL CAPACITY
By using Petriot.com, the Seller warrants that it has the legal capacity to enter into binding contracts enforceable in the Seller’s principal place of business. In order to become a registered Seller, you must be of legal age or be duly qualified and in good standing in your state of residence or principal place of business. Entity Sellers must be a business organized in one of the 50 United States, and be domestically owned, meaning that at least fifty percent of the ownership is held by American citizens. Sellers must provide their true legal name, the address of their principal place of business, a valid email address, and valid payment information.
RELATIONSHIP OF PARTIES AND RELEASE
This Agreement does not establish a partnership, joint venture, or any other business entity relationship between Petriot and Seller. Petriot is not an agent of Seller for any purposes, and Seller is not an agent of Petriot for any purposes. Petriot is an independent third party which provides a market space via the Internet for Seller and Buyers to negotiate and complete sales transactions. Petriot shall not be made or considered to be a party to any dispute which may arise between Seller and a Buyer. Seller hereby releases Petriot from any claims, judgments, lawsuits, demands, and damages (of any type), which may arise out of any such disputes, and does hereby indemnify and hold Petriot harmless from any costs and legal expenses which Petriot may incur in connection with any such disputes.
ACCOUNTS AND SECURITY
As part of the registration process, each Seller will select a password (“Password”) and Login Name (“Login Name”). You shall provide Petriot.com with accurate, complete, and updated account information. Failure to do so shall constitute a breach of this Agreement which may result in immediate termination of your Account. You may not: (1) select or use a Login Name of another person with the intent to impersonate that person; (2) use a name subject to the rights of any other person without authorization; (3) use a Login Name that Petriot.com, in its sole discretion, deems inappropriate or offensive. You shall notify Petriot.com of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You shall be responsible for maintaining the confidentiality of your password.
SALES POLICIES
Petriot has established the following policies governing what Items may be sold on Petriot.com, which must be adhered to by all Sellers. These policies (referred to herein as the “Sales Policies”) are subject to change without notice, effective upon the posting of any such changes. The following Items may not be listed for sale on Petriot.com: Alcoholic beverages, any tobacco product, firearms or other weapons (excluding knives), explosives, flammables, fruits and vegetables, products requiring refrigeration prior to opening, pornographic material or devices, hazardous materials, controlled substances, prescription drugs, music media, video media, printed media, or any other item for which a special permit is required for the sale or transport of same. Any Item may be listed for sale on Petriot.com as long as it is not prohibited by these Sales Policies; is not otherwise prohibited by applicable law; does not infringe on any intellectual property rights; is not defamatory, obscene, counterfeit, illegal, stolen, or fraudulent; and complies with Petriot’s Domestic Content Rules. Petriot may refuse to accept listings of any Item in its sole and absolute discretion, and may delay or modify any such listings in order to perform a reasonable investigation to determine whether the listing or the Item complies with Petriot’s Sales Policies. Petriot may refuse to process any transaction and direct Seller to cancel, rescind, or otherwise stop, terminate, or delay any transaction or shipment if the transaction appears to violate Petriot’s Sales Policies. Seller agrees to promptly comply with any such directions received from Petriot.
DOMESTIC CONTENT RULES
One of the main purposes of Petriot is to encourage the sale of goods which are Made in the U.S.A. All Items sold on Petriot.com MUST make an unqualified or qualified Made in the U.S.A claim. In order to make an unqualified Made in the U.S.A. claim, all or virtually all of the parts and processing that go into a product must be of U.S. origin. The product must contain no or only negligible foreign content. A qualified Made in the U.S.A. claim describes the percentage of U.S. content and indicates the product is not entirely of domestic origin. In order to sell a product on Petriot.com, the Seller must make either an unqualified Made in the U.S.A. claim, or a qualified claim that the product is at least 90% U.S. origin. For purposes of this Domestic Content Rule, Petriot adopts and incorporates by reference herein the Enforcement Policy Statement on U.S. Origin Claims of the Federal Trade Commission (see “Complying with the Made in the USA Standard at www.ftc.gov/bcp/edu/pubs/business/adv/bus03.shtm), and any amendments thereto which may be made from time to time. Sellers should familiarize themselves with the Enforcement Policy Statement and the FTC Publication “Complying with the Made in USA Standard” dated December 1998, before listing Items for sale on Petriot.com. Any Items listed which do not comply with these Domestic Content Rules may be removed without prior notice. By listing an Item for sale, Seller warrants to Petriot that the item complies with these Domestic Content Rules, and agrees to indemnify and hold Petriot harmless from any claims of violation of these Domestic Content Rules, including any attorney fees incurred by Petriot as a result of such claims.
LISTING FEES AND CONDITIONS
Seller agrees to pay to Petriot a Listing Fee for the services provided by Petriot.com in an amount equal to Twelve Percent (12%) of the gross selling price of each Item sold by Seller via Petriot.com. The Listing Fee will be deducted from the funds collected by Petriot.com from the sale of Seller’s listed Items. Petriot will transfer appropriate net funds collected from the sale of Seller’s listed Items via PayPal using the email address which Seller shall provide to Petriot for this purpose. Net funds shall be dispersed to Seller in a lump sum on the 1st and 15th of each month, after allowing for a seven day retainment period to account for transaction processing time. Seller must provide an active and working PayPal account email address to Petriot in order to receive net sales funds.
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Petriot that it will sell its listed Items to Buyers who meet the Sellers terms and conditions of sale. Seller warrants that it has the right to sell all Items which it lists, and that the listing appearing on Petriot.com is complete and accurate, is not misleading or deceptive, and that the product is legally offered for sale. Seller represents and warrants that it will complete all transactions entered into via Petriot.com. Seller represents and warrants that the posting of any information or material supplied by Seller on Petriot.com will not constitute the infringement of any intellectual property rights.
SHIPMENT AND DELIVERY
Sellers must provide Buyers with all shipping and delivery information for each Item sold on Petriot.com, including, but not limited to, origination location, tracking information, order numbers, and drop dates. Petriot reserves the right, but not the obligation, to investigate all circumstances which may arise from shipment disputes between Sellers and Buyers. Seller agrees to honor any Street Dates for Delivery or Disclosure designated by the source of any Item Seller sells or proposes to sell through Petriot.com. Seller agrees to indemnify and hold Petriot harmless from any claims of violation of Street Dates for Delivery or Disclosure, including any attorney fees incurred by Petriot which result from such claims.
REFUND AND RETURN POLICIES
Seller shall establish and provide to Buyers refund and return policies for all Items purchased via Petriot.com. Seller hereby indemnifies and holds Petriot harmless from all costs, expenses, claims, lawsuits, judgments, and damages, including Petriot’s reasonable attorney fees, which result from or arise out of any dispute concerning Seller’s refund or return policies. Seller represents, warrants, and covenants with Petriot that Seller’s refund and return policies are not violative of any Federal, State or local law or regulation. Notwithstanding anything to the contrary in the foregoing, Seller agrees to comply with any other refund and return policies which may apply as a matter of law, and in all cases to make refunds or returns (if required) not later than thirty (30) days after the closing date of sale.
TAXES
Petriot will provide a website module which provisionally computes and charges to Buyer sales taxes which may be due as a result of a sales transaction. However, because all transactions conducted via Petriot.com are between Seller and Buyer, all final tax computations, collections, and payment are Seller’s responsibility, and Seller shall finally determine whether any taxes, of any type whatsoever, are due or payable as a result of Seller’s sale or advertising for sale of any Item to a Buyer, and to pay such taxes to the appropriate governmental authority. Seller does hereby indemnify and hold Petriot harmless from any and all claims for taxes (including any penalties and interest thereon) which arise out of or relate to the sale of any Item by Seller via Petriot.com, and for all of Petriot’s costs and legal expenses which are incurred in connection with any such claims.
TRADEMARKS
Petriot.com is a service mark of Petriot, LLC, or its affiliates. All rights reserved. These and other Petriot.com graphics, forms, logos, interactive pages, and service marks and trademarks of Petriot, LLC, and its affiliates may not be used without prior written consent of Petriot, LLC, or its affiliates, as the case may be. All other trademarks, product names, and company names and logos appearing on Petriot.com are the property of their respective owners.
PROHIBITED LINKS
Sellers are absolutely prohibited from including links in their listing content which allow or direct the customer to go to any page which is outside the Petriot.com domain. Sellers may include links to other Item listings within Petriot.com or to any content or page supplied by Petriot.com, but may not include links to product, manufacturer, or distributor websites or pages, or to Seller’s own website or pages.
PROPRIETARY RIGHTS OF PETRIOT
You acknowledge that Petriot.com contains information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, functionality, interactive aspects, and other material (collectively, Content) that are protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. All Content is copyrighted as a collective work under the U.S. copyright laws, and Petriot.com owns a copyright in the selection, coordination, arrangement, and enhancement of such Content. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part, except as expressly authorized herein. If no specific restrictions are displayed, you may make copies of select portions of the Content, provided that the copies are made only for your personal use and that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws (see, e.g., 17 U.S.C.A. Section 107), you may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other proprietary right. In addition to the foregoing, use of any software Content shall be governed by the software license agreement accompanying such software. You may not use a part of this Website on any other Website, without Petriot’s prior written consent. Petriot reserves the absolute right to determine and modify all aspects of the appearance, functionality, design, and content of the Website. The commercial use, reproduction, transmission or distribution of any information, software or other material available through the Website without the prior written consent of Petriot is strictly prohibited.
DISTRIBUTION/UPLOADING OF THIRD-PARTY CONTENT
Sellers may upload to or otherwise distribute on Petriot.com only Content that is not subject to any copyright or other proprietary rights protection (the “Public Content”), or Content in which the author has given express authorization for distribution on the World Wide Web. Any copyrighted or other proprietary Content distributed with the consent of a copyright owner should contain a phase such as “Copyright, owned by [name of owner]; used by permission.” The unauthorized submission or distribution of copyrighted or other proprietary Content is illegal and could subject the Seller to criminal prosecution as well as personal liability for damages in a civil suit. Seller will be liable for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from such submission. Neither Petriot.com, nor its affiliates, nor any of their officers, directors, managers, members, employees, agents, Providers, or the like, will be liable for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from such submission by Seller. In compliance with the Digital Millennium Copyright Act, you and other persons can report an infringement to Petriot.com at the following email address: customersupport@petriot.com. By submitting Content to any area of this Website, including without limitation any product reviews or participation in any chat rooms, Seller automatically grants, or warrants, that the owner of such Content has expressly granted Petriot.com the royalty-free, perpetual, irrevocable, nonexclusive right and license to use, reproduce, publish, translate, sublicense, copy and distribute the Content in whole or in part worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such Content. Seller also permits any other user of Petriot.com to access, store, or reproduce the Content for that other user’s personal use. Subject to this grant, the owner of Content placed on Petriot.com retains any and all rights which may exist in such Content.
THIRD-PARTY CONTENT
Petriot.com is a distributor and not a publisher of Content supplied by third parties. Petriot.com has no more editorial control over such Content than does a public library or newsstand. Any opinions, advice, statements, services, offers, or other information that constitutes part of Content expressed or made available by third parties, including Sellers or any other user of Petriot.com, are those of the respective authors or distributors and not of Petriot.com or its affiliates or any of their officers, directors, managers, members, employees or agents. Neither Petriot.com nor its affiliates, nor any of their officers, directors, managers, members, employees or agents, nor any third party, including any Seller, or any user of Petriot.com, guarantees the accuracy, completeness or usefulness of any Content, nor its merchantability or fitness for any particular purpose. In many instances, the Content available through Petriot.com represents the opinions and judgments of the respective Seller, or Buyer not under contract with Petriot.com. Petriot.com neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on Petriot.com by anyone other than authorized Petriot.com employees. Under no circumstances shall Petriot.com, or its affiliates, or any of their officers, directors, managers, members, employees or agents be liable for any loss, damage or harm caused by any user’s reliance on information obtained through Petriot.com. It is the responsibility of users to evaluate the information, opinion, advice, or other Content available through Petriot.com.
ELECTRONIC TRANSMISSIONS
Electronic submissions over the Internet, including email, may not be secure and are subject to the risk of interception by third parties. Please consider this fact before e-mailing any information. Also, please consult our Privacy Policy set forth below. You agree not to submit or transmit any e-mails or materials through the Website that: (1) are defamatory, threatening, obscene or harassing, (2) contain a virus, worm, Trojan horse or any other harmful component, (3) incorporate copyrighted or other proprietary material of any third party without that party's permission or (4) otherwise violate any applicable laws. Petriot shall not be subject to any obligations of confidentiality regarding any information or materials that you submit online except as specified in this Agreement, or as set forth in any additional terms and conditions relating to specific products or services, or as otherwise specifically agreed or required by law.
ONLINE CONDUCT
Seller agrees to use Petriot.com only for lawful purposes. Seller is prohibited from posting on or transmitting through Petriot.com any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law. If Petriot.com is notified of allegedly infringing, defamatory, damaging, illegal or offensive content provided by Seller, Petriot.com may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such Content from Petriot.com. Petriot.com may disclose any Content or electronic communication of any kind: (1) to satisfy any law, regulation or government request; (2) if such disclosure is necessary or appropriate to operate Petriot.com; or (3) to protect the rights or property of Petriot.com. As a condition of your use of the Website, you warrant to Petriot that you will not use the Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website. Gathering email addresses from Petriot through harvesting or automated means is prohibited. Posting or transmitting unauthorized or unsolicited advertising, promotional materials, or any other forms of solicitation to other Sellers is prohibited. Petriot.com reserves the right to prohibit conduct, communication, or Content that it deems in its sole discretion to be harmful to Petriot.com, the communities that make up Petriot.com, or any rights of Petriot.com or any third party, or to violate any applicable law. Notwithstanding the foregoing, neither Petriot.com nor its Sellers can ensure prompt removal of questionable Content after online posting. Accordingly, neither Petriot.com, nor its affiliates, nor any of their officers, directors, managers, members, employees or agents shall assume liability for any action or inaction with respect to conduct, communication, or Content on Petriot.com.
FORUMS AND MESSAGING
Some of the forums on Petriot.com are not moderated or reviewed. Accordingly, all users will be held directly and solely responsible for the content of messages that are posted. While not moderating the forums, Petriot.com will periodically perform an administrative review for the purpose of deleting messages that are old, have received few responses, are off topic or irrelevant, serve as advertisements or seem otherwise inappropriate. Petriot.com has full discretion to delete messages. Users are encouraged to read the specific forum rules displayed in each discussion forum before participating in that forum.
Petriot reserves the right (but is not obligated) to do any or all of the following: (1) Record the dialogue in forums; (2) Examine an allegation that a communication(s) do(es) not conform to the terms of this Agreement and determine in its sole discretion to remove or request the removal of the communication(s); (3) Remove communications that are abusive, illegal, or disruptive, or that otherwise fail to conform with this Agreement; (4) Terminate a Seller’s or Buyer’s access to any or all forum and/or Petriot.com upon any breach of this Agreement; (5) Monitor, edit, or disclose any communication in the forums or other public areas of Petriot.com; (6) Edit or delete any communication(s) posted on Petriot.com, regardless of whether such communication(s) violate these standards.
INVESTIGATION
Petriot reserves the right, but not the obligation, to investigate all circumstances which may constitute a violation of any of Petriot’s policies or the terms of this Agreement. Seller agrees to cooperate in all such investigations which Petriot elects to pursue.
USAGE BY NON-ADULTS
Petriot.com cannot prohibit minors from visiting this site. Petriot.com must rely on parents, guardians and those responsible for non-adults to decide which materials are appropriate for such persons to view and/or purchase. Petriot.com requires that all purchases be made by a person who is of legal age of majority in the state of residence of such person. Each time a Buyer purchases a product at Petriot.com, the Buyer is representing to Petriot.com and the Seller that the Buyer has reached the legal age of majority in the Buyer’s official State of residence.
TERMINATION OF USAGE
Petriot.com may terminate or suspend Seller's access to all or part of Petriot.com, and/or terminate this Agreement, without notice, for any conduct that Petriot.com, in its sole discretion, believes is in violation of any applicable law or is harmful to the interests of another Seller, a Buyer, or Petriot.com. Petriot may also terminate or suspend the sale of any particular Item or product by Seller via Petriot.com without breaching or terminating this Agreement.
EXPORT LAW COMPLIANCE
The United States export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. Seller agrees to abide by these laws and their regulations—including but not limited to the Export Administration Act and the Arms Export Control Act and not to transfer, by electronic transmission or otherwise, any information derived from Petriot.com to either a foreign national or a foreign destination in violation of such laws.
GRANT OF RIGHTS
To the fullest extent necessary, Seller hereby grants to Petriot a world-wide, royalty-free, perpetual license to display, transmit, modify, or otherwise publish, perform, and utilize any and all content, information, materials, works, publications, trademarks, service marks, and copyrighted material which are submitted to Petriot.com by Seller. Seller represents and warrants that it owns or holds all rights and licenses necessary for the submission and use of all of such intellectual property to and by Petriot.
PRIVACY POLICY
Petriot gathers Seller information for a variety of reasons. These reasons include a desire to improve the site, to understand which areas of the site are used most often, to enhance the on-line shopping experience of Buyers, for marketing and promotional purposes, and to demonstrate business operations or performance to third-parties. The types of information gathered includes, but is not limited to, data gathered in the course of processing sales transactions and information provided by Buyers in response to surveys, sweepstakes or contests or in response to other requests for information. The data gathered is at times shared with corporate affiliates of Petriot. It may also be provided to other groups or companies that offer products or services that we believe may be of interest to our Sellers. However, we do not provide Seller contact information to any third-parties unless the Seller has given us permission to do so. Petriot reserves the absolute right to disclose or report to any law enforcement or regulatory agency any activity which Petriot suspects may be illegal or otherwise in violation of applicable laws, rules, or regulations. Information to be disclosed or reported includes any and all information pertaining to Seller which is in Petriot’s possession or control including, but not limited to, data, records, addresses, IP addresses, names, identities, communications, usage data, posted content, sales records, transaction records, bank information, and contact information.
DISPUTES
You are solely responsible for your interactions with other Sellers and Buyers. Petriot reserves the right, but has no obligation, to monitor disputes between you and other Sellers and Buyers.
DISCLAIMERS AND LIMITATION OF LIABILITY
You expressly agree that use of Petriot.com is at your sole risk. Neither Petriot nor its affiliates nor any of their officers, directors, managers, members, or employees, agents, third-party content providers, sponsors, licensors, or the like (collectively, “Providers”), warrant that Petriot.com will be uninterrupted or error free, nor do they make any warranty as to the results that may be obtained from the use of Petriot.com, or as to the accuracy, reliability, or currency of any information, content, service, or merchandise provided through Petriot.com. THIS SITE IS PROVIDED BY PETRIOT.COM ON AN “AS IS” AND “AS AVAILABLE” BASIS. PETRIOT.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW. PETRIOT.COM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PETRIOT.COM WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY PETRIOT.COM OR ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, PROVIDERS, OR THE LIKE, SHALL CREATE A WARRANTY, NOR SHALL USER RELY ON ANY SUCH INFORMATION OR ADVICE. WHILE THIS DISCLAIMER DOES NOT APPLY TO ANY INDEPENDENT PRODUCT WARRANTY OFFERED DIRECTLY BY THE MANUFACTURER OR SELLER OF ANY ITEM PURCHASED THROUGH PETRIOT.COM, PETRIOT DOES NOT OFFER, SERVICE, OR SUPPORT ANY MANUFACTURER WARRANTIES.
Although Petriot takes reasonable steps to prevent the introduction of viruses, worms, “Trojan horses” or other destructive materials to this Website, we do not guarantee or warrant that this Website or materials that may be downloaded from this Website do not contain such destructive features. Petriot is not liable for any damages or harm attributable to such features. If you rely on this Website and any materials available through this Website, you do so solely at your own risk. Under no circumstance shall Petriot.com or any other party involved in creating, producing, or distributing Petriot.com be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use Petriot.com, including but not limited to reliance by you on any information obtained from Petriot.com or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction, or unauthorized access to Petriot.com's records, programs or services; or from any Items purchased through Petriot.com, and messages or information transmitted or displayed by Petriot.com, or from any transactions otherwise conducted through Petriot.com. Seller acknowledges that this paragraph shall apply to all content, merchandise, and services available through Petriot.com. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states liability is limited to the fullest extent permitted by law.
APPLICABLE LAW
This site is created and controlled by Petriot.com in the State of Alabama. As such, the laws of the State of Alabama will govern this Agreement without giving effect to any principles of conflicts of laws. Petriot.com reserves the right to make changes to its site and this Agreement at any time. Seller hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Alabama, and of the United States of America located in the State of Alabama for any litigation arising out of or relating to use of Petriot.com (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the courts of the State of Alabama , and agrees not to plead or claim in any court of the State of Alabama that such litigation brought therein has been brought in an inconvenient forum.
INDEMNITY
You agree to defend, indemnify, and hold Petriot, its officers, directors, managers, members, lenders, employees, agents, accountants, attorneys, licensors, and suppliers, harmless from and against any claims, actions, demands, liabilities and settlements which result from, are alleged to result from, or arise out of, Seller’s violation of this Agreement; its products; business activities; financial activities; infringement of intellectual property; sales, marketing, and advertising activities; negligence or gross negligence; breach of contract; misrepresentation; fraud; violation of law or regulation; or any other claim or demand of any kind or nature whatsoever, whether known or unknown, arising out of or in connection with any dispute between Seller and any other person, firm, or government agency. Seller agrees to reimburse Petriot for all of its costs, including attorney fees, incurred by Petriot in connection with such claims.
SEVERABILITY
The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
NON-WAIVER
To the extent that Petriot elects not to enforce any provision of this Agreement, which it may do in its sole and absolute discretion, such election shall in no way be deemed or held to be a continuing or permanent waiver of Petriot’s rights under said provision. Petriot may revoke such election at any time without notice and proceed to enforce said provision. Any such election of non-enforcement shall not be deemed to constitute a modification or amendment of this Agreement unless the same shall be in a writing signed by both Seller and Petriot, and shall not be deemed a waiver of Petriot’s rights to enforce such provision at any time in the future.
NO VERBAL MODIFICATIONS
This Agreement may be modified or amended only by a written instrument (in physical or electronic form) which is signed by Petriot, or posted by Petriot on the Website. Verbal or email representations by any person to a Seller are not authorized, and do not constitute a modification or amendment to this Agreement. Seller agrees it will not rely upon such verbal or unwritten representations as amending or modifying this Agreement.