Terms & Conditions

Terms of Business

Terms and Conditions – Business Sales Only.

1.INTRODUCTION

Welcome to this website provided by Global Eight International LLC. 20C Trolley Square, Wilmington, De 19806, New Castle County, USA

This agreement applies to all of the websites where it is posted(collectively “Global Eight`s Sites”). By using one of the GlobalEights International sites, you accept this Agreement and certify that you areabove the age of majority in your jurisdiction. Additional terms andconditions apply to some services offered on the xenonshop site and may befound at the place where the relevant service is offered.

We may change the terms of this Agreement from time to time. Bycontinuing to use any of the xenonshop sites after we post any such changes,you accept the Agreement, as modified.

2.USE OF THE XENONSHOP SITES

You certify that the information you provide on the Xenonshop Sites is accurateand complete. You will be responsible for the confidentiality ofyour password and for all statements made and acts or omissions that occur onyour account. If you believe someone has used your password oraccount without your authorization, you must notify Xenonshopimmediately. Your account may also be restricted or terminated forany reason, at our sole discretion. We may also change, restrict access to,suspend, or discontinue the Xenonshop Sites, or any portion of the XenonshopSites, at any time without notice.

Xenonshop and its affiliates have no liability to you for content on the XenonshopSites that you find offensive, indecent, or objectionable. Certainvideos, movies, TV programs, video games, and computer games are labeled withage restrictions and may be intended for mature audiences only. Byordering an age restricted item, you certify that you satisfy the agerestrictions.

We sell products for children’s use; however, these products are intended forselling to adults. If you are under the age of majority in yourjurisdiction, you may use the Xenonshop Sites only with involvement of a parentor guardian. Individuals may use the Xenonshop Sites to create giftor wish lists for individuals, including children under the age of 13 by makingproduct selections for the child; additional personally identifiable informationabout the child should not be provided.

You are prohibited from:

  • Violating or attempting to violate the securityof the Xenonshop Sites;
  • Using any device, software, or routine tointerfere or attempt to interfere with the proper working of the XenonshopSites; or
  • Using or attempting to use any engine, software,tool, agent or other device or mechanism (except the search mechanisms providedby Xenonshop or other third party web browsers) to navigate or search theXenonshop Sites.

3.CONTENT SUBMISSION

Xenonshop allows users to submit and share comments, feedback, submissions,suggestions, questions, reviews, and other content through the Xenonshop Sites(“Content”). Content should be written in English.

By submitting Content, you warrant that (1) you are the sole author and ownerof the Content; (2) you are at least 18 years old or if you are under the ageof 18, you are at least 13 years old and your submission has been made underthe supervision of a parent of legal guardian who agrees to be bound by thisAgreement; and (3) use of any Content you supply will not violate any term ofthis Agreement and will not cause injury to any person or entity.

A. License Grant for Submitted Content

If you make any submission to the Xenonshop Sites, you automatically grant, orwarrant that the owner of such content has expressly granted Xenonshop, aroyalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusivelicense to use, reproduce, create derivative works from, modify, publish, edit,translate, distribute, perform, and display the communication or contentmaterial in any media or medium, or any form, format, or forum now known orhereafter developed. Xenonshop may sublicense its rights throughmultiple tiers of sublicenses. You should not submit any Content tous that you do not wish to license to us. Xenonshop is and shall beunder no obligation (1) to maintain any Content in confidence; (2) to pay anycompensation for any Content; or (3) to respond to any userContent. You grant Xenonshop the right to use the name that yousubmit in connection with any Content.

B. Prohibited Content

You represent and warrant that you will not submit the following Content:

a) Content that is false, inaccurate, ormisleading;

b) Content that contains your full name(s), or anyother confidential identifiable information of yourself or others;

c) Content that violates any local, state,federal, or international laws;

d) Content that infringes on the rights of others,including patents, copyrights, trademarks, trade secrets, publicity or privacyrights;

e) Content that is unlawful, obscene, derogatory,defamatory, threatening, harassing, abusive, slanderous, hateful, orembarrassing to any other person or entity as determined by Xenonshop in itssole discretion;

f) Advertisements, solicitations or spam links toother web sites or individuals, without prior written permission fromXenonshop;

g) Chain letters or pyramid schemes;

h) Content that impersonates another business,person or entity, including Xenonshop, its related entities, employees andagents;

i) Content that contains viruses or other harmfulcomputer code;

j) Content that victimizes, harasses, degrades, orintimidates an individual or group of individuals on the basis of religion,gender, sexual orientation, race, ethnicity, age or disability;

k) Content that you were compensated or grantedany compensation by any third party unless otherwise authorized by Xenonshop inwriting; or

l) Content that violates any policy posted on theXenonshop Sites, or interferes with the use of the Xenonshop Sites by others.

Although Xenonshop cannot monitor all Content, you understand that Xenonshopshall have the right, but not the obligation, to monitor the Content of theXenonshop Sites to determine compliance with this Agreement and any otheroperating rules that may be established by Xenonshop from time totime. Xenonshop shall have the right, in its sole discretion, toedit, move, delete, or refuse to post any Content submitted, to or posted on,the Xenonshop Sites for any reason, including violation of this Agreement,whether for legal or other reasons. Notwithstanding this right ofours, you are solely responsible for any Content you submit and you agree toindemnify Xenonshop and its affiliates for all claims resulting from anyContent you submit.

4.THIRD PARTY SITES

References on Xenonshop Sites to any names, marks, products, or services ofthird parties, or links to third-party sites or information are not anendorsement, sponsorship, or recommendation of the third party, itsinformation, products, or services. Xenonshop is not responsible forthe content of any third party linked site or any link contained in a linked site. Youruse of a third-party site linked from a Xenonshop Site is at your own risk andwill be governed by such third party's terms and policies.

5.ORDER ACCEPTANCE AND BILLING

All billing information provided must be truthful andaccurate. Providing any untruthful or inaccurate informationconstitutes a breach of this Agreement and may result in ordercancellation. Prior to accepting an order we may also requestadditional information from you. We reserve the right to refuse orcancel an order for any reason including limitations on quantities availablefor purchase, inaccuracies, or errors in product or pricing information, orproblems identified by our credit and fraud avoidance department. Ifyour order is canceled after your credit card (or other payment account) hasbeen charged, we will issue a credit to your credit card (or other applicablepayment account) in the amount of the charge. We will contact you ifall or any portion of your order is canceled or if additional information is requiredto accept your order. Xenonshop may request a pre-authorization forsome orders placed online with a credit or debit card. Thispre-authorization will not be billed to you; however, your card issuer may holdthis amount for a short period. Your card issuer determines thelength of time the pre-authorization is held. We do this to ensurethat the card details are still valid and that you have sufficient funds tocomplete the transaction.

By confirming your purchase at the end of the checkout process, you agree toaccept and pay for the item(s). You will not be charged for mostorders until the order has shipped. Some other exceptions when youwill be charged at the time your order is placed are: (i) orders or pre-orderspaid for with a Gift Card, eGift Card or PayPal account.

Xenonshop reserves the right to limit the quantity of items purchased perperson, per household or per order for any reason. Theserestrictions may apply to orders placed by the same account, the same creditcard, and also to orders that use the same billing and/or shippingaddress. We will the notify customer should such limits beapplied. Xenonshop also reserves the right, at our sole discretion,to prohibit sales to dealers or resellers. For purposes of thisAgreement, reselling shall be defined as purchasing or intending to purchaseany product(s) from Xenonshop for the purpose of engaging in a commercial saleof that same product(s) with a third party.

By purchasing a product from any of our Marketplace Retailers, you acknowledgethat all Marketplace orders will be fulfilled by the third party MarketplaceRetailer and not Xenonshop. The Marketplace Retailer will beresponsible for all processing, shipping, returns, and customer service relatedto your Marketplace order. Products purchased from a MarketplaceRetailer can only be returned to that Marketplace Retailer in accordance withits return policy and cannot be returned to Xenonshop stores orXenonshop.com. Each Marketplace Retailer's shipping information, returnpolicy, customer service information, and Marketplace Privacy Policy can befound on that Marketplace Retailer's Retailer Information page.

6.PRICING INFORMATION

Xenonshop cannot confirm the price of an item until after your order isplaced. Pricing errors may occur on the Xenonshop Sites or throughXenonshop Marketplace retailers. Xenonshop reserves the right tocancel any orders containing pricing errors, with no further obligations toyou, even after your receipt of an order confirmation or shipping notice fromXenonshop. Xenonshop may, at its discretion, either contact you forinstructions or cancel your order and notify you of suchcancellation. Pricing for products may be different on the XenonshopSites or from prices available in Xenonshop stores or on Xenonshop mobileapplications (pricing and availability remain subject to confirmation atcheckout for mobile users).

7.PROMOTIONAL CODES

Promotional codes are limited in nature and may expire or discontinue with orwithout notice. Promotional codes are void where prohibited bylaw. Promotional codes may not be copied, sold, or otherwiseoffered. They are not redeemable for cash and are subject tocancellation or change at any time for any reason.

8.SHIPPING AND DELIVERY

For delivery restrictions, please review the following page: http://www.xenonshop.com/shipping-and-delivery. Delivery times are determined based on the method of shipping chosen when itemsare purchased and the destination of the items.

9.INFORMATION PROVIDED ON THE

Xenonshop and our customers post a variety of material on the Xenonshop Sitesincluding without limitation, merchandise information, product descriptions,reviews, comments, health and prescription information, and In Store Nowinformation (collectively, “Materials”). The Materials that appearon the Xenonshop Sites are for educational and informational purposesonly. Despite our efforts to provide useful and accurateinformation, errors may appear from time to time. Before you act oninformation you have found on the Xenonshop Sites, you should confirm any factsthat are important to your decision. Xenonshop and its informationproviders make no warranty as to the reliability, accuracy, timeliness,usefulness, or completeness of the information on the XenonshopSites. Xenonshop is not responsible for, and cannot guarantee theperformance of, goods and services provided by our advertisers or others towhose sites we link. Product information contained on the XenonshopSites may be different from information contained on the product materials dueto manufacturer changes. If you find a product is not as described,your sole remedy is to return it in unused condition (excluding products thatare not eligible for return).

XENONSHOP, ITS AFFILIATES, AND AGENTS ASSUME NO RESPONSIBILITY FOR ANYCONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKEBASED ON THE MATERIALS LOCATED ON ANY OF THE XENONSHOP SITES.

10.GIFT CARDS

The risk of loss and title to such gift cards passes to the purchaser upon ourelectronic transmission to the recipient or delivery to the carrier, whicheveris applicable.

11.EXPORT POLICY

You acknowledge that some goods licensed or sold on the Xenonshop Sites aresubject to the customs and export control laws and regulations of the UnitedStates of America and may also be subject to the customs and export laws andregulations of the country in which the products are manufactured and/orreceived and agree to comply with all applicable laws. Bypurchasing, downloading or using technology or software from the XenonshopSites, you agree to abide by the applicable laws, rules and regulations and youagree, represent and warrant that no Xenonshop Materials will be accessed from,downloaded in, released in, carried to transferred to, trans-shipped through,exported to, or re-exported to any restricted territory (or national residentthereof), any person, entity or organization on the U.S. Treasury Department’sList of Specially Designated Nationals or the U.S. Department of Commerce’sDenied Persons List or Entity List, or otherwise in violation of law.

12. DEFECTIVE GOODS AND WARRANTY

• 12.1

Where we are not the manufacturer of the Products, we will endeavour totransfer to you the benefit of any warranty or guarantee given to us inrelation to the Products.

• 12.2

Subject to conditions, we warrant on delivery and for a period of 28 daysfrom the date of delivery (warranty period), the Products shall:

o 12.3

conform in all material respects with their description;

o 12.4

be reasonably fit for purpose; and

o 12.5

be reasonably fit for any particular purpose for which the Products arebeing bought if you have made known that purpose to us in writing and we haveconfirmed in writing that the Products are fit for use for that purpose.

• 12.6

Subject to condition 12.4 if:

o 12.7

you give notice in writing to us as soon as possible following (but in anyevent no later than 48 hours after) discovery that some or all of the Productsdo not comply with the warranty set out in condition 12.1; and

o 12.8

we are given a reasonable opportunity of examining such Products; and

o 12.9

you return such products to our returns centre,

o 12.10

we shall, at our option, repair or replace the defective Products, or refundthe price of the defective Products in full.

o 12.11

we shall not replace used goods for new ones this is at our discretion.Generally goods showing clear signs of use would be repaired and return back toyou within good time.

• 12.12

We shall not be liable for Products’ failure to comply with the warranty setout in conditions listed here.

o 12.13

you make any further use of such Products after giving notice in accordancewith conditions

o 12.14

the defect arises because of a failure to follow the oral or writteninstructions as to the storage, commissioning, installation, use andmaintenance of the Products or (if there are none) good trade practice; or

o 12.15

the defect arises as a result of us following a specification supplied byyou; or

o 12.16

you alter or repair such Products without our written consent; or

o 12.17

the defect arises as a result of fair wear and tear, wilful damage,negligence, or abnormal storage or working conditions.

• 12.18

You will not have any right to cancel a Contract for the supply of any ofthe following products remember these are business to business sales socontracts are final. Remember these business sales do not offer a right to “havea trial” or “try before you buy” or return due to a “change of mind”or becauseits “not as expected”.

• 12.19

Except as provided in this condition 5 we shall have no liability to you inrespect of the Products' failure to comply with the warranty set out incondition 12.1.

• 12.20

For the avoidance of doubt we have no liability in respect to anyconsequential losses

• 12.21

Except as set out in these Terms, all warranties, conditions and other termsimplied by statute or common law are, to the fullest extent permitted by law,excluded from the Contract.

• 12.22

Grade A, Grade B and Ex Display Products are highlighted as being such onour Website at the time you place your order. For such products the warrantyand condition 12.1 shall be limited to 7 days.

• 12.23

You must check the Products on delivery and notify us promptly of anyproblems or issues and in any event within 2 working days of delivery by email,otherwise, via the email section on the Website and return the Products to uswithin 14 working days of such notification from you by following our ReturnsOnline procedure. Please note that risk of the Products in transit rests withyou by virtue of conditions..

• 12.24

Please note that any Products returned to us which you claim to be defectivewill be checked and verified by our technicians. Any returned Products that arenot found to be defective will be returned to you and we may charge you for thereturned transport costs via your original payment method or hold the Productsuntil full payment has been received by us for the return transport costs.

• 12.25

Any Products that you return to us are returned at your own risk, thereforeyou should take reasonable care that any Products to be returned are fullyinsured, correctly addressed and adequately packed and, if it is agreed by usthat you are returning them yourself rather than using our returns collectionservice, carried by a reputable carrier.

• 12.26

For Products to be exchanged/replaced, any additional payments required willbe taken from you using the same payment method as for the original purchasemade by you. Replacement Products will not be despatched until such payment hasbeen received.

• 12.27

Any refunds given under this Contract will only be made to the account(s)from which payment for the Products was received.

• 12.28

Because these are business to business sales we will not accept back goodsdue to a “change of mind” and where we do agree to accept unwanted Productsback from you we reserve the right to charge you a re-stocking fee of thehigher of 20% of the Product sales price or the sum of $30 (20gbp) which youagree to pay upon re-stocking. Any such returned Products must be unopened andin a fully resalable condition and if they are not or you have not paid there-stocking fee we may refuse to accept the Products back.

• 12.29

DOA – For dead on arrival units (Which If you / your customer receives goodswhich are discovered to be faulty upon arrival we do need to be notified byemail within 72 hours of the delivery. The best course of action to take inthese circumstances in order to satisfy your customer would be to re order andpay for another item to be delivered to your customer from our website oncethey’ve returned the DOA to you. Then in good time (Within 14 days) after you’vereceived your RMA return authorization from us return the faulty / damaged itemback to us so we can test / inspect it. Please note we do not wish to receivereturns from your customer remember we are dealing with you on a drop shippingbasis so we do wish to remain in the background and your customer should returnthe goods to you and then you return them back to us in good time.

Note we do not reimburse postal charges for returning to us, for you as aretailer there are certain costs you must consider when pricing your goods.

13. Insolvency/Incapacity

• 13.1

If you becomes subject to any of the events listed in condition 6.2, or wereasonably believe that you are about to become subject to any of them andnotify you accordingly, then, without limiting any other right or remedyavailable to us, we may cancel or suspend all further deliveries under theContract or under any other contract between us and you without incurring anyliability to you, and all outstanding sums in respect of Products delivered toyou shall become immediately due.

• 13.2

For the purposes of condition 6.1, the relevant events are:

o 13.2.1

material breach by you of any of your obligations under this Contract; or

o 13.2.2

you suspend, or threaten to suspend, payment of your debts or are unable topay your debts as they fall due or admit inability to pay your debts or (beinga company) are deemed unable to pay your debts within the meaning of section123 of the Insolvency Act 1986, or (being an individual) are deemed eitherunable to pay your debts or as having no reasonable prospect of so doing, ineither case, within the meaning of section 268 of the Insolvency Act 1986, or(being a partnership) have any partner to whom any of the foregoing apply; or

o 13.2.3

you commence negotiations with all or any class of your creditors with aview to rescheduling any of your debts, or makes a proposal for or enter intoany compromise or arrangement with yours creditors; or

o 13.2.4

(being an individual) you are the subject of a bankruptcy petition or order;or

o 13.2.5

one or more of your creditors or encumbrances attaches or takes possessionof, or a distress, execution, sequestration or other such process is levied orenforced on or sued against, the whole or any part of your assets and such attachmentor process is not discharged within 14 days; or

o 13.2.6

(being a company) an application is made to court, or an order is made, forthe appointment of an administrator or if a notice of intention to appoint anadministrator is given or if an administrator is appointed over you; or

o 13.2.7

(being a company) a floating charge holder over your assets has becomeentitled to appoint or has appointed an administrative receiver; or

o 13.2.8

a person becomes entitled to appoint a receiver over your assets or areceiver is appointed over your assets; or

o 13.2.9

any event occurs, or proceeding is taken, with respect to you in anyjurisdiction to which it is subject that has an effect equivalent or similar toany of the events mentioned in condition 7.2.1 to 7.2.8 (inclusive); or

o 13.2.10

you suspend, threaten to suspend, cease or threaten to cease to carry on allor substantially the whole of your business; or

o 13.2.11

(being an individual) you die or, by reason of illness or incapacity(whether mental or physical), are incapable of managing your own affairs orbecome a patient under any mental health legislation.

14. Prices and Payment

• 14.1

The prices for the Products and delivery are as set out on the Website atthe time of purchase or in the case of Manual Input Orders are as set out inour quotation or order acknowledgement. In addition to the price you may berequired to pay a delivery charge for the Products details of which aredisplayed on our Website or in the case of Manual Input Orders are as set outin our quotation or order acknowledgement. Payment is due at the time of order.

• 14.2

For all orders for Products that are not on our standard stock list, whichare being made to your order or which are or have been acquired by usspecifically to fulfil your order you must pay 10 per cent (10%) of the totalsum, or such higher amount as may be agreed between the parties, due as anon-refundable deposit prior to or upon placing the order. For the avoidance ofdoubt such order will not be despatched until such time as the full sum isreceived by us in cleared funds and if you choose to pay in full for theProducts upfront then 10 per cent (10%) of the total sum or such higher amountas may be agreed in writing between the parties will be regarded as being yournon-refundable deposit.

• 14.3

Time for payment is of the essence of the Contract.

• 14.4

The price for the Products shall be exclusive of any value added tax and allcosts or charges in relation to packaging, loading, unloading, carriage and insurance,all of which amounts you shall pay in addition when you are due to pay for theProducts.

• 14.5

If you fail to pay us any sum due pursuant to the Contract, you shall beliable to pay interest to us on such sum from the due date for payment at the annualrate of 4% above the base rate from time to time of Bank rates, accruing on adaily basis until payment is made, whether before or after any judgment.

• 14.6

Payments may also be made by credit or debit card, by ACH or wire transferor by cheque and we shall not despatch any Products until we receive clearedfunds. No payment shall be deemed to have been received until we have receivedcleared funds.

• 14.7

If you pay as set out in condition 76, your payment will be processed by asecure connection at the time you place your order on the relevant section ofthe Website.

 

15. INTELLECTUAL PROPERTY

All copyrights, trademarks, trade dress, other intellectual property andmaterials, including page headers, images, text, illustrations, formats, logos,designs, icons, photographs, programs, music clips or downloads, video clipsand written and other materials (collectively, the "IP") are owned,controlled or licensed by Xenonshop, one of its affiliates or by third partieswho have licensed their materials to Xenonshop and are protected by U.S. andinternational trademark and copyright laws. You may access, view,download, and print the IP and all other materials displayed on the XenonshopSites for your personal, non-commercial use only; provided, however, that you(1) retain all copyright, trademark or other proprietary designations containedon all IP; (2) do not modify or alter the IP in any way; and (3) do not provideor make available the IP to any third party in a commercialmanner. No license, right, title, or interest in any materials orsoftware is transferred to you as a result of your use of the Xenonshop Sitesor your accessing, viewing, downloading, or printing of the IP. Youmay not reproduce (except as noted above), publish, transmit, distribute,display, modify, create derivative works from, sell or participate in any saleof or exploit in any way, in whole or in part, any of the IP, the XenonshopSites or any related software. All software used on the XenonshopSites is the property of Xenonshop or its suppliers and protected by U.S. andinternational copyright laws. The IP and software on the XenonshopSites may be used only as a shopping resource. Any other use,including the reproduction, modification, distribution, transmission, republication,display, or performance, of the IP on this Site is strictlyprohibited. The compilation (meaning the collection, arrangement,and assembly) of all IP on the Xenonshop Sites is the exclusive property ofXenonshop and is also protected by U.S. and international copyright laws.

Xenonshop, Global Eight LLC, the Xenonshop.com names and logos, and all othergraphics, logos, page headers, button icons, scripts, and service namesincluded in or made available through any of the Xenonshop Sites are trademarksor trade dress of Xenonshop in the U.S. and other countries. Allother marks are the property of their respective companies.

16.COLORS

We have made significant efforts to accurately display the colors of productsthat appear on the Xenonshop Sites. However, as the actual colorsyou see will depend on your monitor, we cannot guarantee that your monitor'sdisplay of any color will accurately reflect actual product color or finish.

17.PRIVACY

You acknowledge that any personal information that you provide through theXenonshop Sites will be used by Xenonshop in accordance with Xenonshop’sprivacy policy at http://www.xenonshop.co.uk/privacy-policy, the terms of which are incorporated here by this reference. If youpurchase an item on Xenonshop.com sold by a Marketplace Retailer, Xenonshopshares certain information with that Marketplace Retailer to permit theMarketplace Retailer to fulfill and ship your order, process returns, andprovide customer service. Xenonshop requires Marketplace Retailersto keep your information secure and use it only in accordance with theMarketplace Retailer's Marketplace Privacy Policy which can be found on thatMarketplace Retailer's Retailer Information page.

18.INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Xenonshop and its affiliatesfrom and against any and all claims, damages, costs, and expenses, includingattorneys' fees, arising from or related to your use of the Xenonshop Sites orany breach by you of this Agreement.

19.TERMINATION

This Agreement is effective unless and until terminated by either you orXenonshop. You may terminate this Agreement at any time, providedthat you discontinue any further use of the XenonshopSites. Xenonshop also may terminate this Agreement at any time andmay do so immediately without notice, and accordingly deny you access to theXenonshop Sites, if in Xenonshop’s sole discretion you fail to comply with anyterm or provision of this Agreement. Upon any termination of thisAgreement by either you or Xenonshop, you must promptly destroy all materialsdownloaded or otherwise obtained from the Xenonshop Sites, as well as allcopies of such materials, whether made under this Agreement orotherwise. The following sections shall survive any termination ofthis Agreement: “Use of the Xenonshop Sites,” “Content Submission,” “OrderAcceptance and Billing,” “Pricing Information,” “Information Provided on theXenonshop Sites,” “Export Policy,” “Intellectual Property,” “Indemnification,”“Termination,” “Disclaimer,” “Limitation of Liability,” “Privacy,” and“General.”

20.DISCLAIMER

THIS SITE IS PROVIDED BY XENONSHOP ON AN “AS IS” AND “AS AVAILABLE”BASIS. XENONSHOP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE XENONSHOP SITES OR THEINFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE XENONSHOPSITES. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, XENONSHOPDISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULARPURPOSE. WITHOUT LIMITING THE FOREGOING, XENONSHOP DISCLAIMS ANY ANDALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY MERCHANDISE OFFERED ON THEXENONSHOP SITES. YOU ACKNOWLEDGE, BY YOUR USE OF THE XENONSHOPSITES, THAT YOUR USE OF THE XENONSHOP SITES IS AT YOUR SOLERISK. THIS DISCLAIMER DOES NOT APPLY TO ANY PRODUCT WARRANTY OFFEREDBY THE MANUFACTURER OF THE ITEM. THIS DISCLAIMER CONSTITUTES ANESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOWLIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE FOREGOING LIMITATIONSMAY NOT APPLY TO YOU.

21.LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT,CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL XENONSHOP OR ANY OF ITSAFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BELIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL ORCONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTIONWITH THE USE OF OR INABILITY TO USE THE XENONSHOP SITES, INCLUDING, WITHOUTLIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORKSTOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ANAUTHORIZED REPRESENTATIVE OF XENONSHOP HAS BEEN ADVISED OF OR SHOULD HAVE KNOWNOF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NOEVENT WILL XENONSHOP BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BYYOU IN CONNECTION WITH YOUR USE OF THE XENONSHOP SITES DURING THE SIX MONTHPERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

22.GENERAL

This Agreement represents the complete agreement between the parties andsupersedes all prior agreements and representations betweenthem. Headings used in this Agreement are for reference purposesonly and in no way define or limit the scope of the section. If anyprovision of this Agreement is held to be unenforceable for any reason, suchprovision shall be reformed only to the extent necessary to make it enforceableand the other terms of this Agreement shall remain in full force andeffect. The failure of Xenonshop to act with respect to a breach ofthis Agreement by you or others does not constitute a waiver and shall notlimit Xenonshop's rights with respect to such breach or any subsequentbreaches. This Agreement shall be governed by and construed underCalifornia law without regard to conflicts of law provisions. Anyaction or proceeding arising out of or related to this Agreement or your use ofthe Xenonshop Sites must be brought in the state or federal courts of Delawareand you consent to the exclusive personal jurisdiction of such courts.

23.PROCEDURE FOR MAKING A CLAIM OF

We respect the intellectual property of others. If you believe thatyour work has been copied and is accessible on the Xenonshop Sites in a waythat constitutes copyright infringement, please contact us to report possiblecopyright infringement.

Last updated on May 6th, 2013.

@copy; 2013 Xenonshop, LLC. All Rights Reserved