INTERNET SALES TERMS AND CONDITIONS

 

Stop Binge Eating Course CD / DVD

 

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS A CUSTOMER AND PURCHASER AND RECIPIENT OF PRODUCTS AT AND THROUGH THIS SITE, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

 

These Terms and Conditions (these “Terms”), together with any documents referenced herein, contain all of the terms and conditions that apply to purchases of compact discs, digital video discs, other media and related products (collectively, the “Products”) described on this Internet website (the “Site”) by you (“Customer”) from Kristen Harper, LLC, an Arizona limited liability company (“KHLLC”).  By clicking “I accept”, Customer agrees to be bound by and accepts these Terms.  If you, as Customer, do not agree to be bound by all of these Terms, please do not purchase any Products at or through the Site.  KHLLC reserves the right to cancel your Customer account and discontinue providing Products to you, as Customer, without refund of any moneys paid, should you, as Customer, violate any of these Terms.

 

1. General Terms Subject to Change. These Terms may change without prior notice at any time, in KHLLC’s sole discretion, including, but not limited to, the protocols for use of this Site, descriptions, and other e-commerce related information and/or functionality.  KHLLC reserves the right, its sole discretion, to discontinue the Site or the Products, or any of them, and/or to modify the contents of the Site or Products, or any of them.  Customer agrees that KHLLC will not be liable to Customer or to any third party for any such discontinuance or modification of the Site or Products, or any of them, provided that once an order through this Site is made, processed and paid for, KHLLC shall provide the Products that are the subject of such order.

 

2. Price and Payment Terms Subject to Change. Because KHLLC reserves the right, in its sole discretion, to change the price(s) of the Products, and each of them, at any time, such price(s) are subject to change each time Customer accesses the order page for the Products at the Site.  In addition, all payment terms are similarly subject to change by KHLLC.  Unless and until Customer places an order at this Site for one or more Products, and such order is confirmed, Customer shall have no expectations as to price or payment terms based on previous access to and receipt of information at this Site.  In any event, payment must be received by KHLLC prior to KHLLC’s acceptance and confirmation of an order.  Payment for the Products is to be made by credit card at the time of order, and is not refundable except upon KHLLC’s breach of any of its express limited warranties hereunder as to the Products ordered.  Orders and these Terms are not binding upon KHLLC until accepted and confirmed by KHLLC.

 

3. Authorized Use.

(a)        Limited License.  KHLLC grants Customer a non-exclusive, limited license to access and make use of the Site for legal purposes and uses and that are otherwise permitted by these Terms, namely to review availability and features of Products at and through this Site, and to place orders, purchase and make payment for Products at and through this Site.  This license does not include any resale or commercial use of the Site or any Products, or any of them, or any contents thereof; any collection and use of any product listings, descriptions or prices, whether or not related to any Products; any derivative use of the Site or Products, or any of them, or any contents thereof, except as expressly set forth in these Terms; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.  In connection with ordering and purchasing Products at and through this Site, Customer shall have the ability to post certain content at this Site upon prompting.  Except as expressly approved in writing by KHLLC in KHLLC’s sole discretion and consistent with these Terms, Customer shall not:  (i) sell, resell, sublicense, assign, share or otherwise allow the use of the Site or Products, or any of them, or any contents therein, thereof or thereat, by or for the benefit of any other person, entity or group; (ii) download, copy, modify, publish, transmit, create derivative works from or in any way duplicate, replicate, extract or transfer any content at the Site or of the Products, or any of them, or made available through the Site, including without limitation the content of any Products; or (iii) use or utilize the Site or Product or any of them, for any purpose whatsoever other than to consider, purchase and utilize the Products for personal information only, and not for any commercial, clinical or professional purposes.

 

(b)       No Modifications or Deep Links.  Customer is not authorized to download or modify this Site or the Products, or any of them, or any portion thereof.  Unless otherwise authorized in writing by KHLLC, no Customer or other third-party is authorized to deep link to any web page contained in, on or at this Site (i.e., no links are permitted under any circumstances from third-party websites to any page of this Site other than the home page thereof).  Such links are expressly prohibited.  In addition, no Customer or third party may link to the home page of this Site in such a manner as to create a reasonable possibility or likelihood of confusion by users of the third party website as to the true ownership or sponsorship of the Site or the Products, or any of them, and/or as to the existence or lack thereof of some affiliation or other relationship between KHLLC and the third party and/or its website.

 

(c)        Posting Restrictions.  Customer may not post or transmit through this Site any material that violates or infringes in any way upon the rights of others, which is unlawful, misleading, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, confidential or proprietary to third parties, or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, which is inconsistent with the non-religious and non-political purposes of this Site, or which contains advertising or any solicitation with respect to products or services, each as determined by KHLLC in its sole discretion.  Customer is also prohibited from using this Site in any way that restricts or inhibits any other Site user from using or enjoying this Site.   Also, neither Customer nor any of its users shall use this Site for any illegal purpose, including but not limited to, uses in violation of the CAN-SPAM Act of 2003, or in violation of any privacy laws.

 

(d)       No Harmful Materials.  Customer shall refrain from uploading, posting, e-mailing, or otherwise transmitting to or through this Site, or to or through any other customer at this Site, any messages, programs, or other materials (including but not limited to Trojan Horses, malware, spyware, viruses, worms, and the like) that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of or perform any invasive measures upon any computer software or telecommunications equipment.

 

(e)        Customer Responsibility.  KHLLC may enact and enforce reasonable rules of use in addition to these Terms, as promulgated and amended from-to-time by KHLLC regulating the use of this Site by all parties, including without limitation Customer, and Customer agrees to be bound by such rules.

 

4. Informational Purposes Only. THIS SITE AND THE PRODUCTS ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE USED AS ANY DETERMINANT FACTOR IN CUSTOMER’S OR ANY OTHER PERSON’S PHYSICAL, MENTAL, PSYCHOLOGICAL, OR EMOTIONAL HEALTH CARE, HEALTH TREATMENT OR HEALTH MAINTENANCE.  WHILE KHLLC’S PRINCIPAL, KRISTEN HARPER IS A CERTIFIED NUTRITION CONSULTANT WITH A HAIR MINERAL ANALYSIS DIPLOMA THROUGH WESTBROOK UNIVERSITY, IN ADDITION TO HOLDING A CERTIFICATION THROUGH MALTER INSTITUTE, A BACHELOR OF SCIENCE IN BUSINESS ADMINISTRATION MANAGEMENT DEGREE WITH A CERTIFICATE IN ENTREPRENEURSHIP, AND A MASTER OF ADMINISTRATION DEGREE WITH AN EMPHASIS IN HEALTH PROMOTION, MS. HARPER WORKS SOLELY AS AN UNLICENSED NUTRITIONAL CONSULTANT NEITHER KHLLC, NOR ANY PRINCIPAL, EMPLOYEE, AGENT OR REPRESENTATIVE OF KHLLC, IS A LICENSED, REGISTERED OR CERTIFIED DOCTOR OF MEDICINE, NATUROPATHIC PHYSICIAN, HOMEOPATHIC PHYSICIAN, NURSE, PHARMACIST, PHYSICAL THERAPIST, PSYCHOLOGIST, BEHAVIORAL HEALTH PROFESSIONAL, PHYSICIAN ASSISTANT, OR OTHER HEALTH OR HEALTH-RELATED PROFESSIONAL (COLLECTIVELY, “HEALTH CARE PROFESSIONALS”, AND EACH A “HEALTH CARE PROFESSIONAL”).  KHLLC DOES NOT AND WILL NOT DIRECT ANY HEALTH CARE PROFESSIONAL, THROUGH THIS SITE OR THE PRODUCTS OR OTHERWISE, AND UNDER NO CIRCUMSTANCES SHALL KHLLC BE CONSIDERED AS PERFORMING OR PROVIDING ANY DIAGNOSTIC, TREATMENT OR PRESCRIPTIVE SERVICES THAT ARE PROVIDED BY HEALTH CARE PROFESSIONALS (COLLECTIVELY, “HEALTH CARE SERVICES”), INCLUDING WITHOUT LIMITATION SERVICES REGULATED BY ANY APPLICABLE MEDICAL BOARD OR BOARD OF NATUROPATHIC MEDICINE, NURSING, MEDICAL EXAMINERS, PHARMACY, PHYSICAL THERAPY, PSYCHOLOGIST EXAMINERS, PHYSICIAN ASSISTANTS, HOMEOPATHIC AND INTEGRATED MEDICINE EXAMINERS, OR BEHAVIORAL HEALTH EXAMINERS, OR THE COMMISSION ON DIETETIC REGISTRATION OR ACADEMY OF NUTRITION AND DIETETICS.  NO INFORMATION PROVIDED BY OR THROUGH THE SITE OR ANY OF THE PRODUCTS SHOULD EVER BE CONSIDERED A SUBSTITUTE FOR ANY HEALTH CARE SERVICES, AND ALL CUSTOMERS WHO POTENTIALLY NEED ANY HEALTH CARE SERVICES SHOULD CONSULT WITH ONE OR MORE APPROPRIATE HEALTH CARE PROFESSIONALS.  KHLLC ASSUMES NO RESPONSIBILITY WHATSOEVER, AND SHALL NOT IN ANY EVENT OR UNDER ANY CIRCUMSTANCES, BE LIABLE IN RELATION TO ANY CUSTOMER’S DECISION CONCERNING HEALTH CARE SERVICES AND/OR HEALTH CARE PROFESSIONALS, INCLUDING WHETHER OR NOT TO SEEK HEALTH CARE SERVICES, WHICH HEALTH CARE SERVICES TO SEEK AND WHICH HEALTH CARE PROFESSIONALS TO UTILIZE.  IN ADDITION, NEITHER KHLLC, NOR ANY PRINCIPAL, EMPLOYEE, AGENT OR REPRESENTATIVE OF KHLLC, IS A LICENSED, REGISTERED OR CERTIFIED EDUCATOR, AND NEITHER THE SITE NOR THE PRODUCTS, NOR ANY OF THEM, SHALL BE CONSIDERED TO BE OFFERED AS AN ACCREDITED PROGRAM OF LEARNING.  CUSTOMER SHALL REMAIN SOLELY RESPONSIBLE FOR ALL CUSTOMER DECISIONS THAT IN ANY MANNER COULD BE CONSIDERED AS RELATED IN ANY WAY TO THE SITE OR THE PRODUCTS, OR ANY OF THEM, IT BEING UNDERSTOOD AND AGREED THAT ALL SUCH DECISIONS, INCLUDING IF AND HOW CUSTOMER MAKES USED OF THE SITE AND/OR THE PRODUCTS, AND/OR ANY OF THEM, ARE CUSTOMER’S AND CUSTOMER’S ALONE, MADE INDEPENDENTLY OF KHLLC AND UNDER NO INFLUENCE WHATSOEVER OF KHLLC OR THE SITE OR THE PRODUCTS, OR ANY OF THEM.  ANY THIRD PARTY HEALTH CARE PROFESSIONAL OR EDUCATOR WHO PROVIDES ANY MATERIALS FOR THE SITE OR ANY OF THE PRODUCTS SHALL REMAIN SOLELY AND INDEPENDENTLY RESPONSIBLE FOR COMPLIANCE WITH SUCH THIRD PARTY’S PROFESSIONAL LICENSING, REGISTRATION AND CERTIFICATION REQUIREMENTS AND SHALL NOT UNDER ANY CIRCUMSTANCES BE CONSIDERED AS PROVIDING ANY HEALTH CARE SERVICES OR EDUCATIONAL SERVICES THROUGH KHLLC, OR THROUGH THE SITE OR THE PRODUCTS.

 

5. Customer Account and Password. Customer shall propose, and KHLLC shall approve and assign, a unique username and password to access pages at this Site regarding the Products available for purchase and to place orders, purchase and make payment for such Products.  Customer shall also have the opportunity to change such passwords from time to time in accordance with KHLLC’s security policies, incorporated herein and integrated herewith by this reference.  Customer may not authorize any other person or party to access this Site using Customer’s username and password.  Customer acknowledges and agrees that Customer shall be responsible for maintaining the confidentiality of the usernames and passwords, and to the extent caused by, arising from or attributable to the acts and omissions of Customer, or Customer’s agents, employees, representatives or other parties for whom Customer is legally responsible, Customer shall be liable for any consequences that may result from their disclosure, including but not limited to any resulting access to, use of, or modification of this Site or the Products, or any of them, and access to, integrity of and loss of the Customer’s data that can be accessed using this Site.  If Customer uses or causes or permits anybody to use this Site or the Products, or any of them, Customer agrees to accept responsibility for all activities that occur under or through Customer’s account, username and/or password.  KHLLC reserves the right to refuse service, terminate accounts, or remove or edit content, or to cancel orders, in its reasonable discretion.  Customer’s username, account and password are non-transferable, except upon written agreement by KHLLC, in KHLLC’s sole discretion, and may not under any circumstances be shared.  Customer agrees to (a) maintain all equipment necessary for Customer’s access to and use of this Site and the Products, and any of them; (b) maintain the security of Customer’s user account identification, username, password, and any other confidential information relating to Customer’s account at this Site; and (c) take responsibility for all charges resulting from use of Customer’s account at this Site, including without limitation those pertaining to any unauthorized use prior to Customer’s notifying KHLLC of such unauthorized use and taking the legal steps to prevent its further occurrence by contacting KHLLC to change Customer’s username and password.

 

6.         Customer Profile Data and Content Input and Maintenance.  Customer shall have the sole responsibility to input and maintain portfolio data at this Site.  Such data, all of which is incorporated into and integrated with these Terms by this reference, shall under all circumstances include Customer’s full legal name, most recent address, telephone number, e-mail address and processing information for any credit card being used to purchase any Products at and through this site.  Customer shall maintain its own proprietary content provided and utilized in connection with the utilization of this Site (collectively, “Customer Content”), and to test to ensure that Customer Content, including without limitation all portfolio data, is maintained and up to date.  KHLLC shall exercise reasonable efforts to secure Customer Content, and KHLLC shall not maintain, test or alter Customer Content in any way.  Except as otherwise expressly in these terms, KNLLC does not warrant that any Customer Content shall be maintained or up to date in any manner, and KNLLC shall not have any responsibility for any mistaken shipment of Products due to Customer’s failure to maintain and update Customer Content as appropriate.  Specifically, Customer shall remain solely responsible for all errors or problems in Customer Content impacting this Site, or the processing of and delivery under any order placed at or through this Site.

 

7. Third Party Hosts. Customer acknowledges that certain aspects, features and functions of this Site reside in computing environment(s) of one or more third party hosting companies, which comprise both servers and telecommunications services, and that certain uses of the capabilities offered by, at or through this Site may render this Site inaccessible or may impair the performance of the computing environment for Customer and/or KHLLC’s other customers.  In the event of any such use by Customer, KHLLC shall so notify Customer, and Customer shall be obligated to put an immediate stop to such use and will notify KHLLC, in writing, that Customer has stopped such use.  In the event of Customer’s failure to put an immediate stop to such use, KHLLC reserves the right to suspend or terminate Customer’s access to this Site, provided that once an order through this Site is made, processed and paid for, KHLLC shall provide the Products that are the subject of such order.

 

8. Security.  KHLLC shall exercise commercially reasonable efforts to operate, maintain and provide the Site and Products in good working order and shall establish and maintain commercially reasonable security measures designed to protect Customer from any security breaches at or through the Site or Products.  However, KHLLC shall not under any circumstances be responsible for any security breaches caused by, arising from, resulting from or attributable to any factor other than KHLLC’s gross negligence or intentional misconduct.  Specifically, among other things, KHLLC shall have no responsibility for any security breaches caused by, arising from, resulting from or attributable to any features employed by any third party hosting company, it being understood and agreed that Customer may not under any circumstances hold KHLLC liable therefor and that Customer’s recourse therefor shall be limited to the appropriate third party hosting company or companies.

 

9. Operation and Maintenance. KHLLC shall use reasonable efforts to maintain this Site in condition and operating order.  KHLLC shall not be responsible for any inaccessibility of Customer due to maintenance and upgrades of this Site, or any corresponding Internet servers or software.  KHLLC shall use reasonable efforts to ensure that any period of inaccessibility shall not exceed 48 hours.  In the event that this Site becomes inaccessible, or operation thereof fails in any way, Customer shall give written notification of the inaccessibility or the failure, and in the case of failures, sufficient information to permit replication and analysis.  Upon receipt of notice from Customer of any inaccessibility or failure, KHLLC shall use reasonable efforts to diagnose the cause of the inaccessibility or failure.  Upon completion of the diagnosis, KHLLC shall advise Customer of the cause of the inaccessibility or failure and shall use efforts that KHLLC considers to be reasonable in KHLLC’s sole discretion, without charge, to restore access to and use of this Site or avoid the failure.  Notwithstanding the foregoing, KHLLC shall have no obligation to resolve any inaccessibility or failure caused by (a) modification of this Site or the Products, or any of them, by anyone other than KHLLC, (b) use of this Site or the Products, or any of them, for any purpose other than as intended, (c) misuse or incorrect use of this Site or the Products, or any of them, (d) any loss of or damage to the Products, of any of them, not caused solely by KHLLC’s wrongful acts or omissions, or (e) malfunction of any Customer or third party’s computer or any telecommunications services, or any device used to utilize any Products, which is not under the direct control of KHLLC.

 

10. Third Party Content. This Site may contain information, data, software, photographs, graphs, videos, typefaces, graphics, audio and other material provided by parties other than KHLLC.  KHLLC does not control such content supplied by parties other than KHLLC.  In any event, any materials, opinions, advice, statements, services, offers, or other information that constitutes part of any content at this Site or of the Products, or any of them, expressed or made available by third parties and not by KHLLC are those of the respective authors or distributors thereof and not of KHLLC.  Neither KHLLC, nor any third party, including any customer or any user of this Site, guarantees the accuracy, completeness, or usefulness of any content at this Site or of the Products, or any of them, nor of merchantability or fitness for any particular purpose.  KHLLC neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made at, in or on this Site or the Products, or any of them, by anyone other than directly by KHLLC and its actually authorized employees, agents and representatives.  Under no circumstances shall KHLLC be liable for any loss, damage or harm caused by Customer’s reliance on information obtained through the Site or Products, or any of them.  It is the responsibility of Customer to evaluate the information, opinion, advice or other content made available through the Site or Products, or any of them.

 

11. Links to Other Sites. With the use of the Site and Products, Customer might have the ability to link to other, non-KHLLC Internet content and to upload Customer’s own non-KHLLC provided informational content.  Customer shall be responsible for obtaining access authorization from any and all content sources Customer chooses to utilize that are not KHLLC, and Customer shall indemnify and hold KHLLC harmless from any and all costs, expenses, injuries, damages and claims that are attributable to any use of content, programs and materials uploaded or linked to by or through Customer and not directly by KHLLC.  KHLLC has no control over any third-party websites or the content within them.  KHLLC cannot and does not guarantee, represent or warrant that the content contained in such third-party websites is accurate, legal or inoffensive.  KHLLC does not endorse the content of any third-party website, nor does KHLLC warrant that any such third-party website will not contain viruses or otherwise impact Customer’s computer.  KHLLC does not assume any responsibility or liability for the actions, materials products, services, and content of all these and any other third parties.  If Customer chooses to link to or use a third-party website, Customer should carefully review such third party’s privacy statement and other terms and conditions of use.  By using the Site or Products, or any of them, to search for or link to another third-party website, Customer agrees and understands that Customer may not make any claim against KHLLC for any damages or losses, whatsoever, resulting from Customer’s use of or access to the Site or Products, or any of them, to obtain search results or to link to another website.

 

12. Confidentiality and Intellectual Property. In connection with these Terms, and Customer’s order, purchase and utilization of Products at and through this Site, KHLLC might provide, and Customer might receive, certain “Confidential Information” concerning one or more businesses, products, materials and/or services of KHLLC, including without limitation the Products purchased by Customer at and through this Site (collectively, the “KHLLC Items”), which KHLLC deems to be highly proprietary and valuable.

 

• Scope of Confidentiality Protection. For the purpose of this Section 12, “Confidential Information” shall include all information, whether written or oral, that is prepared, uniquely known and/or provided by KHLLC, any member or principal of KHLLC, and/or any affiliate, parent, subsidiary, principal, member, officer, director, employee, agent, representative, predecessor, successor or assign of any of them that is not Customer (collectively, the “KHLLC Parties”, and each an “KHLLC Party”), including without limitation that related to prospective development of the KHLLC Items, or any of them, descriptions, compositions and features of the KHLLC Items, or any of them, operational, logistical, financial, physical, legal and other practical requirements for the KHLLC Items, or any of them, expected financial gains to be realized from the KHLLC Items, or any of them, identities of parties potentially involved with the KHLLC Items, or any of them, including without limitation actual and prospective vendors, contractors, consultants, distributors, suppliers, and other business partners of KHLLC related to the KHLLC Items, or any of them, prospective impacts of the KHLLC Items, or any of them, and other information related to the KHLLC Items, or any of them, or KHLLC’s ongoing or prospective involvement with the KHLLC Items, or any of them, which is not readily available to the public.  For the purpose of this Section 12, “Confidential Information” shall also mean (i) the contents of these Terms, with the understanding that the existence of these Terms and Customer’s general obligation of confidentiality hereunder may and should be disclosed to all third parties who seek or might receive any Confidential Information, (ii) all terms, conditions and features related to Customer’s access to and use and utilization of this Site and the Products, and any of them, (iii) all Intellectual Property, as defined in Section 12(b), below, (iv) non-public information related to any and all KHLLC Items developed, performed or generated by or for KHLLC or any of the KHLLC Parties, and (v) proprietary information relating to the business, operations, methodologies, technologies, personnel, vendors, financial condition or procedures of KHLLC or any of the KHLLC Parties that is not generally known to the public and that, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary.  Confidential Information shall include any information, whether or not labeled “confidential”, that by its nature could be deemed to be confidential, sensitive, privileged and/or proprietary information of KHLLC or any of the KHLLC Parties.  Customer shall disclose the Confidential Information solely as necessary to review availability and features of Products at and through this Site, and to place orders, purchase and make payment for Products at this Site and to utilize such Products as intended in these Terms and at this Site, and in relation thereto, and Customer shall consider and utilize the Confidential Information solely for such purposes.  Confidential Information may be disclosed orally, visually, and in written form (including but not limited to electronic or other media).

 

• Intellectual Property. All Intellectual Property in any way related to any Confidential Information provided by KHLLC or any of the KHLLC Parties to Customer is hereby acknowledged to remain in the exclusive possession of KHLLC, the applicable KHLLC Party, or the applicable licensor thereof (the “KHLLC Licensor”), as appropriate, and any rights to or interests in such Intellectual Property, or any permutation or derivation thereof, are hereby fully disclaimed, waived and renounced by Customer in favor of KHLLC, the applicable KHLLC Party, or the applicable KHLLC Licensor, as appropriate, subject to the limited license provided in Section 3(a), above.  For the purposes of this Section 12(b), “Intellectual Property” means all intellectual property owned, licensed (as licensee) or otherwise used by KHLLC and/or any of the KHLLC Parties, arising from or in respect of, or that might arise from or relate to, the following, whether protected, created or arising under the laws of the United States or any other jurisdiction, whether or not registered with any governmental authority: (i) all patents and applications therefor, including continuations, divisionals, continuations-in-part, reexaminations, or reissues of patent applications and patents issuing thereon (collectively, “Patents”), (ii) all trademarks (registered or common law marks), service marks, trade names, service names, brand names, trade dress rights, logos, domain names, Internet URL addresses, corporate names and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof (collectively, “Marks”), (iii) all copyrights and registrations and applications therefor, works of authorship and mask work rights (collectively, “Copyrights”), (iv) all discoveries, concepts, ideas, research and development, know-how, formulae, inventions, compositions, manufacturing and production processes and techniques, technical data, data compilations, text information and materials, graphics, procedures, designs, drawings, specifications, databases, and other proprietary and confidential information, whether or not displayed, maintained or accessed on, at or through this Site or the Products, or any of them, including without limitation vendor lists, user lists, customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals of KHLLC and/or any of the KHLLC Parties, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Marks, Copyrights or Patents, (v) all software, including all source code and open source code, and all related documentation; (vi) all artwork, designs, images, photographs or other content displayed, illustrated or otherwise used on or in connection with KHLLC’s websites, including without limitation this Site, or any websites of any of the KHLLC Parties or otherwise used in connection with KHLLC or any KHLLC Items, and (vii) all other technology and know-how uniquely in the possession of KHLLC and/or any of the KHLLC Parties.

 

• Restrictions Regarding Intellectual Property. Neither Customer, nor any affiliate, parent, subsidiary, principal, officer, director, employee, agent, representative, predecessor, successor, assign, legal or financial advisor, contractor or consultant of Customer that is not KHLLC, an applicable KHLLC Party or an applicable KHLLC Licensor as referenced in Section 12(b), above (collectively, the “Customer Parties”, and each a “Customer Party”), may apply for a right in any Intellectual Property, or use or utilize any Intellectual Property for any purpose other than that provided under Section 3, above, except upon the express written consent of an actually authorized representative of KHLLC in the sole and absolute discretion of KHLLC, whether or not any Intellectual Property has been issued, registered, or in any other way afforded any rights by the United States Patent and Trademark Office, the United States Copyright Office, or other similar administrative agency.  To the extent Customer or any Customer Party may claim any rights, direct, derivative or otherwise, related to any Intellectual Property, other than the limited license provided under Section 3(a), above, Customer hereby disclaims, and shall cause each Customer Party to disclaim, such rights, and hereby assigns, and shall cause each Customer Party to assign, such rights to KHLLC.  Customer agrees to execute and to cause each Customer Party to execute, and in the alternative hereby grants to KHLLC, and shall cause each Customer Party to grant to KHLLC, power of attorney to execute and record in Customer’s stead, and in each Customer Party’s stead as applicable, any and all documentation, including without limitation disclaimers and assignments of Intellectual Property rights, as necessary to document publicly, legally, and officially the exclusive ownership of all Intellectual Property referenced in Section 12(b), above, by KHLLC, the applicable KHLLC Party, or the applicable KHLLC Licensor, as appropriate.  Neither Customer, nor any third party, may market, utilize, reuse or redistribute any Intellectual Property, except as authorized hereunder or except as approved in writing by an actually authorized representative of KHLLC.  With the exception of the limited license under Section 3(a), above, no license or other right of any kind in any Intellectual Property is granted or otherwise provided to Customer, to any Customer Party or to any third-party in relation to these Terms or Customer’s use or utilization of this Site or the Products, or any of them.  Neither Customer nor any Customer Party may frame or utilize any framing techniques to enclose any KHLLC Intellectual Property or Confidential Information.  Neither Customer nor any Customer Party may use any metatags or other hidden text utilizing KHLLC’s Intellectual Property.  Any unauthorized use terminates the permission or license granted by KHLLC under Section 3(a), above, whereupon KHLLC may but is not obligated to terminate Customer’s access to the Site and the Products, provided that once an order through this Site is made, processed and paid for, KHLLC shall provide the Products that are the subject of such order.  This Site contains copyrighted material, trademarks and other proprietary information, which may include text, software, photos, video, graphics, music and sound.  KHLLC owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it.  Neither Customer nor any Customer Party may modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of this Site’s content, or the content of any Products, in whole or in part.  Except as otherwise expressly permitted under copyright law or expressly allowed herein, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of KHLLC.  In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made.

 

• Restrictions Regarding Disclosure of Confidential Information to Third Parties. Customer shall, and shall cause each Customer Party to, hold KHLLC’s Confidential Information, whether delivered before or after the date hereof, in strict confidence and shall refrain from and cause each Customer Party to refrain from: (i) providing, copying, disclosing, divulging or otherwise making available the Confidential Information to any other person or entity without the prior written consent of an actually authorized representative of KHLLC, in KHLLC’s sole discretion; and (ii) removing or permitting to be removed from such Confidential Information any notice indicating the confidential nature of, or KHLLC’s proprietary right in and to the Confidential Information.  Customer shall, and shall cause each Customer Party to, exercise at least the same degree of care and protection with respect to KHLLC’s Confidential Information that Customer or such Customer Party, as applicable, would exercise with respect to Customer’s (or such Customer Party’s) own confidential, sensitive, privileged and/or proprietary information, which in no event shall be less than the highest level of care for the industry.  Customer shall, and shall cause each Customer Party to, take all precautions necessary to ensure that the Confidential Information shall not be, or permitted to be, shown, copied or disclosed to other parties, except as expressly provided in this Section 12.  In the event of written consent to disclose Confidential Information to any other party, Customer shall, and shall cause each Customer Party to, advise that other party of his/her/its obligations with respect to the Confidential Information, and have that party acknowledge in writing that the terms and conditions of this Section 12 may be directly enforced by KHLLC against him/her/it as a condition to such disclosure.  Customer or the Customer Party, as applicable, shall provide an original of such written acknowledgment to KHLLC, if so requested by KHLLC.  In any event, Customer or such Customer Party, as applicable, shall disclose the Confidential Information to the other only as necessary for the purposes authorized in writing by an actually authorized representative of KHLLC.  In addition, Customer or such Customer Party, as applicable, shall ensure that confidentiality notices are included on copies of Confidential Information so provided and shall account for the return or destruction of the Confidential Information and all reproductions thereof, if so requested by KHLLC.  In any event, KHLLC consents to disclosure of Confidential Information by Customer to any Customer Party, or such Customer Party’s employees, contractors, consultants and advisers as necessary for the purposes set forth in 12(a), above, provided such disclosures are subject to the remaining requirements of Sections 12(c) and 12(d) of these Terms.

 

• Exception for Customer Content. Any proprietary Customer Content that is collected or generated through use of this Site shall be deemed Confidential Information of Customer, which shall be subject to the provisions of Section 12 of these terms and the corresponding restrictions thereon as applied to KHLLC’s protection and disclosure thereof, in any event subject to this Section 12(e).  Customer shall be solely responsible for the accuracy, quality, integrity, reliability, appropriateness, legality and intellectual property ownership or right to use all of the Customer Content, and Customer shall have indemnity obligations to KHLLC therefor as provided below.  Customer represents and warrants that (i) Customer has the appropriate authority, license or other rights to use all such Customer Content and to provide such Customer Content as contemplated in these Terms; (ii) Customer has and will maintain all rights, consents and approvals required to grant to KHLLC the rights to access, use, adapt, display and modify Customer Content in accordance with this Section 12(e) and will upon KHLLC’s request provide proof of the same; and (iii) Customer shall not knowingly infringe upon the intellectual or other proprietary rights of any third party.  Customer hereby grants to KHLLC a nonexclusive, irrevocable, transferable, perpetual, worldwide, royalty-free and fully paid-up license to access, use, adapt, display and modify any and all Customer Content that is collected or generated through use of this Site for any legal purpose, including without limitation to perform KHLLC’s obligations under these Terms, to enforce these Terms, to analyze, transfer and use such Customer Content in an aggregated form from which all personally identifiable information has been removed, for purposes of benchmarking system performance, preparing statistics, system metrics and other purposes, and to market the Site and the Products, as well as the right to sublicense such rights to any holding provider and other third parties as necessary for KHLLC to do so or as may be reasonably necessary or appropriate in connection with the provision of the Site and Products by KHLLC and Customer’s use thereof.

 

• Ownership of Confidential Information. With the exception of Customer Content as described in Section 12(e), above, and subject to the licenses set forth in Sections 3(a) and 12(e), above, all Confidential Information, including reproductions thereof, shall be deemed to be and remain the exclusive property of KHLLC (or KHLLC Party or KHLLC Licensor, as appropriate), and no ownership rights of any kind in and to any of KHLLC’s Confidential Information are transferred hereby, hereunder or in connection herewith to Customer, any Customer Party or any third party.  Customer acknowledges that Customer does not acquire any such ownership rights by accessing and utilizing copyrighted material or otherwise using this Site or the Products, or any of them.  All rights are reserved.

 

• Exceptions to Confidentiality. The foregoing obligations of confidentiality shall not apply to any Confidential Information, which:  (i) is or becomes available to the public through no act or omission of Customer, any Customer Party or any other party in violation of the terms and conditions of this Section 12; (ii) was already known by Customer at the time of the disclosure by KHLLC, as evidenced by Customer’s written records existing prior to the date of KHLLC’s disclosure; (iii) is lawfully obtained from a person or entity other than KHLLC or Customer without any obligation of confidentiality; (iv) is approved for release by KHLLC’s written authorization, but only to the extent of such authorization and subject to the further requirements set forth in Sections 12(c) and 12(d), above; (v) is required by law or regulation to be disclosed to any person, but only: (A) to the extent and for the purposes of such required disclosure and (B) after first giving KHLLC reasonable notice of such required disclosure and reasonable opportunity to contest such required disclosure; (vi) is disclosed in response to a valid order of a court or other governmental body or any political subdivisions thereof, but only to the extent of and for the purposes of such order, and only if Customer first promptly notifies KHLLC of the order and permits KHLLC to seek an appropriate protective order; or (vii) is developed independently for Customer by personnel not having access to any of KHLLC’s Confidential Information.

 

• Reverse Engineering / Independent Development. Notwithstanding any other provision of this Section 12 or these Terms, Customer shall not (and Customer shall not use any third party to), and Customer shall cause each Customer Party not to (and not to use any third party to) reverse engineer, decompile, disassemble, or otherwise attempt to discern the design, structure, internal workings, or other technology incorporated in any of KHLLC’s Confidential Information.
• Restrictive Covenant. In consideration of any of KHLLC’s Confidential Information, which Customer will receive or have access to, in connection with the Site, Products and other KHLLC Items, Customer shall not, and shall cause each Customer Party not to use or utilize any of KHLLC’s Confidential Information to: (a) directly or indirectly sell to, solicit or divert, or attempt to sell to, solicit or divert any customer, client or business affiliate of KHLLC for the purpose of or with the result of (I) competing with KHLLC with respect to the Site or Products, or any of them, (II) altering, modifying, diverting or precluding the development of any KHLLC business relationship involving the Site or Products, or any of them, or (III) otherwise interfering with business transacted with KHLLC with respect to the Site or Products, or any of them; or (b) directly or indirectly solicit or attempt to solicit, encourage, induce or entice KHLLC’s employees, contractors, suppliers or consultants to terminate or modify their employment, engagement or business relationship with KHLLC with respect to the Site or Products, or any of them.
• Obligation to Notify and Assist. Customer agrees to immediately notify KHLLC of any unauthorized use or disclosure of any of KHLLC’s Confidential Information related to Customer’s possession of such Confidential Information or any other breach of this Section 12 and these Terms, and Customer agrees to cooperate in every reasonable way to help KHLLC regain possession of any misused or mis-disclosed Confidential Information of KHLLC and prevent (or limit to the extent possible) its further unauthorized use or disclosure.
• No Warranty. All of KHLLC’s Confidential Information is provided “as-is, where-is”.  KHLLC makes no warranty, express or implied, regarding the timeliness, accuracy, performance or completeness of any of KHLLC’s Confidential Information, except to the extent KHLLC actually knows of or actually discovers any inaccuracies, errors or omissions in such information, in which event KHLLC hereby warrants that it will promptly either correct or complete such information or report comprehensively and fully all inaccuracies, errors and omissions in such information.

13. Non-Disparagement. Neither Customer, nor any Customer Party, shall at any time, directly or indirectly through third parties, actively or passively, disparage, question, criticize or otherwise make reference to any of the Site or Products, or any of them, or to KHLLC or any KHLLC Party, or to any actions or failures to act of KHLLC or any KHLLC Party, or cause others to do so, if the effect of such action(s) reasonably could be anticipated to result in any harm to or adverse impact upon the reputation, business, interests or relations of KHLLC or any KHLLC Party, or to the morale among the work force of KHLLC or any KHLLC Party.

 

14. Injunctive Relief. Customer recognizes and agrees that a breach of any or all of the provisions of Sections 3, 12 and 13, above, will constitute immediate and irreparable harm to KHLLC’s valuable business relations, for which damages cannot be readily calculated and for which damages and other remedies at law constitute an inadequate remedy.  In the event Customer or any Customer Party attempts or threatens to violate its obligations under such Sections 3, 12 and 13, above, KHLLC shall have, in addition to any other remedies available to it, the right to injunctive relief enjoining any further breaches of such Sections 3, 12 and 13.

 

15. Warranty Disclaimers. KHLLC WARRANTS ALL PRODUCTS ORDERED AND PROVIDED AT AND THROUGH THIS SITE TO BE REASONABLY FREE OF MATERIAL TECHNOLOGICAL DEFECT.  EXCEPT FOR THIS EXPRESS WARRANTY, THE SITE AND THE PRODUCTS ARE PROVIDED AS IS, WHERE IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  CUSTOMER ACCEPTS, USES AND UTILIZES THE SAME AT CUSTOMER’S OWN KNOWING RISK, AND THESE TERMS PROVIDE NO SUCH WARRANTIES.  NOTHING AT THE SITE OR WITHIN THE PRODUCTS, OR ANY OF THEM, SHOULD BE CONSTRUED AS PROVIDING OR PROMISING ANY SUCH WARRANTIES.  TO THE EXTENT PERMITTED BY LAW, KHLLC HEREBY EXPRESSLY DISAVOWS, AND CUSTOMER HEREBY WAIVES AND DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS, WHETHER ORAL, IN WRITING OR IN ELECTRIC FORM, EXPRESS OR IMPLIED.  AMONG OTHER THINGS, NEITHER KHLLC NOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSEES, EMPLOYEES, OFFICERS, DIRECTORS, ASSIGNEES, OR AGENTS WARRANT THAT THE SITE OR PRODUCTS, OR ANY OF THEM, OR THE INFORMATION PROVIDED VIA THE SITE OR PRODUCTS, OR ANY OF THEM, WILL BE UNINTERRUPTED, ERROR FREE, FULLY FUNCTIONAL, UP TO DATE, SATISFACTORY TO CUSTOMER OR SUITABLE FOR CUSTOMER’S PURPOSES; OR THAT CUSTOMER SHALL ACHIEVE ANY PERSONAL RESULTS.

 

16. Limitation of Liability. KHLLC SHALL HAVE NO LIABILITY FOR UNAUTHORIZED THIRD-PARTY ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, ANY INFORMATION CONTAINED AT THE SITE OR THROUGH THE PRODUCTS, OR ANY OF THEM THROUGH ACCIDENT OR THROUGH FRAUDULENT OR WRONGFUL MEANS OR DEVICES.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL KHLLC, ANY KHLLC PARTY OR ANY OF KHLLC’S SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS OR LICENSEES, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING IN ANY WAY FROM ANY MATERIALS PROVIDED ON, AT OR THROUGH THE SITE OR PRODUCTS, OR ANY OF THEM, OR THE USE OF THE INFORMATION OR THE RESULTS OF THE USE OF THE INFORMATION PROVIDED ON, AT OR THROUGH THE SITE OR PRODUCTS, OR ANY OF THEM, EVEN IF EACH IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN THE EVENT OF KHLLC’S RECKLESS OR INTENTIONALLY WRONGFUL CONDUCT, KHLLC’S LIABILITY SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE RESPONSIBILITY TO CORRECT THE SITE OR CORRECT OR REPLACE ANY MATERIALLY DEFECTIVE PRODUCTS AT KHLLC’S EXPENSE, OR THE PRICE PAID FOR THE PRODUCT(S) THAT ARE THE SUBJECT OF CUSTOMER’S CLAIM.  THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
17. Jurisdictional Limitations. NOTE THAT SOME JURISDICTIONS EITHER DO NOT ALLOW OR OTHERWISE LIMIT THE PERMISSIBLE SCOPE OF DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN THE TWO PRECEDING SECTIONS.  ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS APPEARING THEREIN MAY NOT APPLY TO YOU.  IF CUSTOMER IS A CALIFORNIA RESIDENT, OR IF ANY MATERIALS ARE TO BE REALIZED IN CALIFORNIA, THEN BY AGREEING TO THESE TERMS, CUSTOMER IS WAIVING CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT ANY TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.  THE LIMITATIONS OF LIABILITY IN THESE TERMS SHALL BE CONSIDERED INAPPLICABLE ONLY TO THE EXTENT SUCH LIABILITY CANNOT BE SO LIMITED OR EXCLUDED BY APPLICABLE LAW.  IN JURISDICTIONS WHERE ANY SUCH LIMITATIONS ARE PROHIBITED, THOSE THAT ARE NOT PROHIBITED SHALL REMAIN IN FULL FORCE AND EFFECT, AND THE MAXIMUM DAMAGES AND TOTAL AGGREGATE LIABILITY OF KHLLC SHALL NOT EXCEED THE STATUTORY LIMIT.
18. Force Majeure. KHLLC shall not be liable or responsible in any way for any failure or delay in performance or delivery, or for any damage to customer, caused by or attributable to, in whole or in part, any factor beyond KHLLC’s control, including without limitation strikes, riots, wars, fires, acts of God, acts of compliance with any law or regulation, acts or omissions of third parties for which KHLLC is not legally responsible, and/or any other factor that could be characterized as a force majeure event.

 

19. Indemnification. Customer agrees to indemnify, defend, and hold harmless KHLLC and each KHLLC Party, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorney’s fees, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any of Customer’s representations, warranties, covenants, duties, obligations or agreements hereunder; (ii) arises out of Customer’s negligence, willful misconduct, or other breach of these Terms; and/or (iii) arises out of Customer’s order, payment for, receipt and/or utilization of any Products, except to the extent arising out of KHLLC’s gross negligence, willful misconduct, or material breach of these Terms.

 

20. Governing Law. THESE TERMS, AND THE RIGHTS AND OBLIGATIONS HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF ARIZONA, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

 

21. 21. Dispute Resolution. To the extent that Customer and KHLLC are unable to resolve any disputes or controversies (each, a “Dispute”) arising out of or relating to these Terms, or the performance, breach, validity, interpretation or enforcement of these Terms, all such Disputes will be submitted to a mediator located in Maricopa County, Arizona prior to any arbitration or other action.  The mediator’s fees and expenses shall be shared equally by Customer and KHLLC, who agree to exercise their best efforts in good faith to resolve all disputes in mediation.  Mediation begins on the date one party sends written notice to the other requesting mediation and presenting in the notice the matter to be mediated.  Mediation shall conclude when both parties sign an agreement that resolves the subject of the mediation.  If no agreement is reached within sixty (60) calendar days after the date of the original written notice, the mediation is considered unsuccessful.  In the event any Dispute cannot be settled by Customer and KHLLC informally or through mediation, the matter in controversy or dispute shall be resolved by binding confidential private arbitration before a mutually agreeable arbitrator in Maricopa County, Arizona.  In the event the parties cannot agree on an arbitrator, the presiding judge of the Superior Court of Maricopa County, Arizona, shall decide who the arbitrator shall be.  The decision of the arbitrator will be final and binding on the parties to such proceeding.  In any arbitration or other proceeding related to a Dispute, the prevailing party shall be entitled to reimbursement of such party’s reasonable costs and attorney’s fees.  Otherwise, the arbitrator shall have the discretion to enter any award permissible under applicable law, and such award shall be enforceable exclusively in a state or federal court of competent jurisdiction in Maricopa County, Arizona.

 

22. Entire Agreement. These Terms, together with those items incorporated herein and integrated herewith by reference, contain the entire understanding and agreement between KHLLC and Customer with respect to the subject matter hereof and supersede all prior agreements and understandings, express or implied, oral or written, among such parties with respect to the subject matter hereof.  There are no promises, terms, conditions, or obligations between Customer and KHLLC other than those contained herein.

 

23. Number and Gender; Captions. Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate.  The captions, headings and arrangements used in these Terms are for convenience only and do not in any way affect, limit or amplify the provisions hereof.

 

24. Invalid Provisions. If any provision of these Terms is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; these Terms shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part (t)hereof; and the remaining provisions of these Terms shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or its severance from these Terms.  Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part hereof a provision as similar in terms, but in any event no more restrictive than, such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

 

25. No Waiver. Failure on the part of KHLLC to complain of any act or failure to act of another party or to declare another party in default, irrespective of how long such failure continues, shall not constitute a waiver by KHLLC of its rights hereunder.  Any waiver by KHLLC of any default shall not affect or impair any right arising from any other or subsequent default.  Nothing herein shall limit the remedies and rights of the parties hereto under and pursuant to these Terms.

 

26. Survival. The requirements of Sections 12 through 21 of these Terms shall survive any cancellation or termination of Customer’s account at and access to this Site and the Products.

 

I HAVE READ THESE TERMS, FULLY UNDERSTAND ALL PROVISIONS HEREIN, UNDERSTAND THAT I HAVE GIVEN UP SUBSTANTIAL RIGHTS BY AGREEING TO THESE TERMS, AND ACCEPT AND AGREE TO BE BOUND BY THESE TERMS FREELY AND VOLUNTARILY.  I ACKNOWLEDGE THAT I HAVE RECEIVED VALUABLE CONSIDERATION IN RELATION TO MY ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THESE TERMS, WHICH I UNDERSTAND TO BE A PREREQUISITE TO MY ABILITY TO ORDER, PURCHASE AND MAKE PAYMENT FOR PRODUCTS AT AND THROUGH THIS SITE.  FINALLY, I UNDERSTAND THAT THESE TERMS SHALL BE OF FULL FORCE AND EFFECT AS TO ANY AND ALL PRODUCTS I RECEIVE FROM KHLLC, WITHOUT REGARD TO THE DATE OR TIMING OF ORDER OF, PAYMENT FOR AND RECEIPT OF SUCH GOODS.  I CERTIFY THAT I AM OF SOUND MIND AND FULL CAPACITY TO ENTER INTO AND BE BOUND BY THESE TERMS.  IF I AM UNDER 18 YEARS OF AGE, I HAVE CAUSED MY LEGAL GUARDIAN, WHO IS OF SOUND MIND AND FULL CAPACITY TO ENTER INTO THESE TERMS ON MY BEHALF AND TO BIND ME TO THESE TERMS, TO ACCEPT AND AGREE TO THESE TERMS ALONG WITH ME.