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Terms of Sale

Terms and Conditions of Sale

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

THESE TERMS AND CONDITIONS ("AGREEMENT") CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND eGenoa, LLC. YOU ACCEPT THIS AGREEMENT BY CLICKING "PLACE ORDER" DURING THE REGISTRATION PROCESS AND/OR CHECK OUT PROCESS. THIS AGREEMENT SHALL GOVERN YOUR PURCHASES OF PRODUCTS AND/OR SERVICES FROM eGenoa, LLC EITHER THROUGH eGenoa, LLC'S WEBSITE (THIS "SITE") OR BY YOUR SUBMISSION OF AN ORDER VIA PHONE, FACSIMILE, EDI, MAIL OR OTHER MEANS, UNLESS YOU AND eGenoa, LLC HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT, IN WHICH CASE SUCH SEPARATE WRITTEN AGREEMENT WILL GOVERN.

YOU CONSENT TO RECEIVING ELECTRONIC RECORDS, WHICH MAY BE PROVIDED VIA A WEB BROWSER OR E-MAIL APPLICATION CONNECTED TO THE INTERNET. YOU MAY WITHDRAW CONSENT TO RECEIVING ELECTRONIC RECORDS OR HAVE THE RECORD PROVIDED IN NON-ELECTRONIC FORM BY NOTIFYING eGenoa, LLC VIA e-mail at support@egenoa.com OR VIA OVERNIGHT DELIVERY OR REGULAR MAIL TO 3940-7 Broad Street, #352, San Luis Obispo, CA 93401. Attn: Customer Service/Contact Center.

1. You may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order are expressly rejected and will be null and void. eGenoa, LLC's failure to specifically object to any such additional or different terms and conditions shall not constitute a waiver or acceptance of such additional terms and conditions. You agree that this Agreement and the terms and conditions set forth in eGenoa, LLC's order acknowledgement will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of this Agreement.

2. The prices and other information shown on this Site do not represent unconditional offers to sell and are subject to change by eGenoa, LLC at any time without notice to you. All orders are subject to product availability. eGenoa, LLC reserves the right to cancel any order in whole or in part. eGenoa, LLC cannot guarantee that it will be able to fulfill your orders.

3. Payment is prepaid by credit card, unless credit terms are established. To establish credit terms, please contact our office at 800-258-6164. Upon your failure to submit full or partial payment, eGenoa, LLC may cancel or delay any or all orders hereunder and/or adjust prices to match those in effect at the time delayed shipment is made.

4. Any consumption, excise, sales, value added or other tax which may be applicable to the transactions conducted under this Agreement shall be invoiced to you as a separate item and shall be paid by you unless you furnish eGenoa, LLC with a valid exemption certificate.

5. eGenoa, LLC may revise and discontinue products or services at any time without notice to you. eGenoa, LLC reserves the right to substitute the latest design or manufactured equivalent products where interchangeability does not materially affect form, fit or function. Parts used in repairing or servicing products may be new, equivalent to new or reconditioned.

6. Requested changes to orders are subject to eGenoa, LLC's approval and acceptance in writing. You shall pay eGenoa, LLC the then-current standard purchase price and/or fees for such accepted changes and for all increased costs and expenses incurred as a result of such accepted changes, plus eGenoa, LLC's then-current standard rate of profit for similar work.

7. Cancellation of any order is subject to eGenoa, LLC's receipt of your written notice of such cancellation before (i) any product is shipped or (ii) the services are scheduled to commence. In the event of any such whole or partial cancellation of any order, you shall pay to eGenoa, LLC the reasonable costs and expenses (including, without limitation, expenses and commitments to eGenoa, LLC's suppliers and subcontractors) incurred by eGenoa, LLC prior to eGenoa, LLC's receipt of the cancellation notice. Orders for non-standard, special or custom products and/or services are final and non-cancelable.

8. Products shall be shipped F.O.B. eGenoa, LLC's facility. Title to, and risk of loss or damage to, the products shall pass to you upon eGenoa, LLC's delivery of the products to a carrier for shipment. eGenoa, LLC's prices do not include shipping and handling charges, but are calculated in the checkout process. eGenoa, LLC may revise the shipping cost at time of shipment based on the current rates and number of cartons being shipped. eGenoa, LLC provides you with choices in the carrier and routing of shipments. You acknowledge that eGenoa, LLC may receive volume discounts from its carriers and that such discounts will not be credited or refunded to you. eGenoa, LLC shall be permitted to deliver products in separate lots.

9. You may only return products in accordance with eGenoa, LLC's standard Return Policy in effect on the date of the return. If you fail to follow eGenoa, LLC's Return Policy, eGenoa, LLC is not responsible whatsoever for any returned product that is lost, damaged, modified or otherwise processed for disposal or resale. You must contact eGenoa, LLC before attempting to return a product in order to obtain a Return Material Authorization ("RMA") number to include with the return. eGenoa, LLC shall not be required to accept any return without an authorized RMA number. You must return the product in its original or equivalent packaging. You are responsible for all risk of loss and shipping and handling fees for returned products. eGenoa, LLC may, in its sole discretion, charge additional restocking fees and/or issue credit for partial returns less than invoice or individual component prices due to bundled or promotional pricing.

10. All delivery/performance dates indicated on this Site or on eGenoa, LLC's documents are approximate and are based upon the prompt receipt of all necessary information from you regarding products and/or services ordered. eGenoa, LLC will use commercially reasonable efforts to meet the indicated delivery/performance dates but shall not be liable for any breach of contract or held responsible for any costs or expenses incurred by you as a result of eGenoa, LLC's failure to do so. In the event of any delivery delay caused by you, eGenoa, LLC will store and handle all products ordered at your risk and will invoice you for the purchase price plus storage, insurance and handling charges incurred on or after the date on which the products are ready for delivery. You hereby grant to eGenoa, LLC and its subcontractors authority to enter the property upon which services are to be performed. If existing conditions attributable to you increase eGenoa, LLC's costs or expenses for providing services, you shall pay eGenoa, LLC for all increased costs and expenses incurred as a result of such existing conditions, plus eGenoa, LLC's then-current standard rate of profit for similar work.

11. Until such time as eGenoa, LLC is fully paid for products shipped, eGenoa, LLC reserves, and you hereby grant to eGenoa, LLC, a purchase money security interest in the products listed in the order confirmation in the amount of their purchase price plus all attorneys' fees and costs of collection. A copy of the order confirmation may be filed on eGenoa, LLC's behalf with appropriate state authorities at any time as a financing statement in order to perfect eGenoa, LLC's security interest. You will provide eGenoa, LLC with reasonable assistance in perfecting its security interest. eGenoa, LLC shall have all rights and remedies of a secured party under the applicable provisions of the Uniform Commercial Code.

12. You shall reimburse eGenoa, LLC for all attorneys' fees, court costs and other expenses incurred by eGenoa, LLC to enforce this Agreement.

13. eGenoa, LLC warrants that products sold by eGenoa, LLC hereunder shall be free from defects in material and workmanship for a period commencing on the date of shipment and continuing until expiration of eGenoa, LLC's applicable standard warranty period for such product as set forth in eGenoa, LLC's warranty page at the time of shipment of such product. If products or services fail to meet their respective warranties hereunder, eGenoa, LLC will, at its sole option, either: (i) refund the amount received by eGenoa, LLC for defective products or services, (ii) repair or replace any defective product free of charge or (iii) re-perform services of the type originally performed free of charge. The foregoing is contingent upon (i) you returning the defective product to eGenoa, LLC (F.O.B. eGenoa, LLC's facility) or (ii) eGenoa, LLC receiving written notice of defective services, prior to the expiration of the applicable warranty period. The warranty set forth herein extends solely to you and does not extend to any product or service that has been misused, modified, repaired by anyone other than eGenoa, LLC, improperly installed, or otherwise abused. Any and all warranties granted hereunder shall be void if any portion of the purchase price has not been paid, in which case no warranty shall apply. EXCEPT AS EXPRESSLY PROVIDED HEREIN, eGenoa, LLC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED. eGenoa, LLC DOES NOT ACCEPT ANY LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN.

14. eGenoa, LLC will defend, at its expense, any action brought against you to the extent that it is based on a claim that your use of any product purchased under this Agreement infringes any patent, copyright, trademark, trade secret or other intellectual property right of a third party arising under any state or Federal laws of the United States of America, and eGenoa, LLC will indemnify you from any costs, damages and fees (including reasonable attorneys' fees) finally awarded against you in such action which are attributable to such claim. You agree to notify eGenoa, LLC promptly in writing of any claim, to permit eGenoa, LLC to have sole control of the defense, compromise or settlement of the claim and to provide all available information and assistance regarding such claim. eGenoa, LLC shall not be liable for any costs or fees incurred by you on such action or claim unless authorized in writing by eGenoa, LLC. Should any product purchased hereunder become, or in eGenoa, LLC's opinion be likely to become, the subject of a claim for infringement of any such third-party intellectual property right, eGenoa, LLC may (i) procure for you, at no cost to you, the right for you to continue to use the product, (ii) replace or modify the product, at no cost to you, to make such product non-infringing, provided that the replacement or modified product provides substantially similar functionality and performance or (iii) if neither (i) or (ii) are, in the sole discretion of eGenoa, LLC, commercially practicable, terminate your right to use such product, and grant you a credit against the purchase price of such previously purchased product as depreciated on a straight line five (5) year basis from the date of shipment of the product to you. eGenoa, LLC shall have no liability for any claim based upon: (i) the combination, operation or use of any such product with equipment, devices or software not supplied or specified by eGenoa, LLC, (ii) the alteration or modification of any such product that was not made or approved by eGenoa, LLC, (iii) your failure to use the most current version of such product or (iv) the use of such product other than in accordance with the applicable specifications, documentation or this Agreement. This Section 14 states the entire liability of eGenoa, LLC with respect to infringement of any third party intellectual property rights, and eGenoa, LLC shall have no additional liability with respect to any alleged or proven infringement. The obligations of eGenoa, LLC under this Section 14 extend solely to you and not to any other third party. All illustrations, drawings, photographs and other descriptive information attached to eGenoa, LLC's quotations shall remain the property of eGenoa, LLC and shall not be copied or made accessible to third parties in any way without the prior written consent of eGenoa, LLC. Tools made or acquired for the manufacture or modification of products or performance of services remain the property of eGenoa, LLC notwithstanding that you may have been charged for all or part of the cost thereof. eGenoa, LLC will use reasonable commercial efforts to safeguard your drawings and other property while in eGenoa, LLC's possession, but eGenoa, LLC shall not be liable to you for any loss or damage to such property, however caused, if you fail to take possession of such property within twenty-one (21) days of being notified to do so by eGenoa, LLC.

15. IN NO EVENT SHALL eGenoa, LLC'S LIABILITY FOR ANY CLAIM WHATSOEVER EXCEED THE COST OF THE PRODUCTS AND/OR SERVICES GIVING RISE TO THE CLAIM, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. IN NO EVENT SHALL eGenoa, LLC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS OR OPPORTUNITIES), HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER OR NOT eGenoa, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. You agree to comply with all applicable laws and regulations. You shall not in any form export, re-export, resell, ship or divert, or cause to be exported, re-exported, resold, shipped or diverted, directly or indirectly, any product or technical data to any country for which the Unites States Government or any foreign government, or any agency of the United States Government or any foreign government, at the time of export or re-export, requires an export license or other governmental approval without first obtaining such license or approval.

17. Except for your payment of the purchase price or fees, neither party shall be liable for any delay or failure to perform to the extent caused by fire, flood, explosion, war, riot, embargo, labor disputes, compliance with any laws, regulations, orders, acts or requirements from the government, civil or military authorities, terrorist attacks, acts of God or the public enemy, or any act or event of any nature reasonably beyond such party's control.

18. No condoning, excusing or waiver by eGenoa, LLC of any default, breach or nonobservance by you at any time with respect to any terms set forth herein shall operate as a waiver of eGenoa, LLC's rights with respect to any continuing or subsequent default, breach or nonobservance, and no waiver shall be inferred from or implied by any failure to exercise any such rights.

19. Should any provision of this Agreement be declared by any court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby, it being the intent of the parties that they would have executed the remaining portion without including any such part or portion which for any reason was declared invalid.

20. This Agreement shall be governed by and construed in accordance with the laws of California. The parties hereby submit to the exclusive jurisdiction and venue of the state and federal courts situate in California.

21. You and eGenoa, LLC agree that this Agreement constitutes the complete and exclusive agreement regarding the subject matter of your order and supersedes any prior communications, representations or agreements of the parties and cannot be altered, amended, or modified except in writing executed by an authorized representative of each party.

22. Neither party may sell, assign or transfer its rights, duties or obligations under this Agreement without the prior written consent of the other party; provided, however, that eGenoa, LLC may (i) assign its rights, duties and obligations hereunder to any parent company, subsidiary company or company under common control therewith, or to any successor in interest to all or substantially all of the business or assets of eGenoa, LLC and (ii) subcontract the manufacture of products and/or performance of services, without your consent. To the extent that assignment is permitted, this Agreement shall inure to the benefit of and be binding upon each party and its permitted successors and assigns.

Terms and Conditions of Sale for Persons or Entities Purchasing Products to Resell

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

THESE TERMS AND CONDITIONS ("AGREEMENT") CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND eGenoa, LLC. YOU ACCEPT THIS AGREEMENT BY CLICKING "PLACE ORDER" DURING THE REGISTRATION PROCESS AND/OR CHECK OUT PROCESS. THIS AGREEMENT SHALL GOVERN YOUR PURCHASES OF PRODUCTS AND/OR SERVICES FROM eGenoa, LLC EITHER THROUGH eGenoa, LLC'S WEBSITE (THIS "SITE") OR BY YOUR SUBMISSION OF AN ORDER VIA PHONE, FACSIMILE, EDI, MAIL OR OTHER MEANS, UNLESS YOU AND eGenoa, LLC HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT, IN WHICH CASE SUCH SEPARATE WRITTEN AGREEMENT WILL GOVERN.

YOU CONSENT TO RECEIVING ELECTRONIC RECORDS, WHICH MAY BE PROVIDED VIA A WEB BROWSER OR E-MAIL APPLICATION CONNECTED TO THE INTERNET. YOU MAY WITHDRAW CONSENT TO RECEIVING ELECTRONIC RECORDS OR HAVE THE RECORD PROVIDED IN NON-ELECTRONIC FORM BY NOTIFYING eGenoa, LLC VIA e-mail at support@egenoa.com OR VIA OVERNIGHT DELIVERY OR REGULAR MAIL TO 3940-7 Broad Street, #352, San Luis Obispo, CA 93401, ATTN.: Customer Service/Contact Center.

YOU AGREE AND REPRESENT THAT YOU ARE BUYING THE PRODUCTS ONLY FOR RESALE AND NOT FOR YOUR INTERNAL USE. eGenoa, LLC HAS SEPARATE TERMS AND CONDITIONS OF SALE GOVERNING THE SALE OF PRODUCTS AND SERVICES TO CUSTOMERS FOR THEIR INTERNAL USE.

1. You may resell products to end users ("End Users") at your sole discretion. This Agreement is not exclusive, and eGenoa, LLC may market, promote and sell any products and services directly or indirectly to any third party without any obligation or liability to you. You must sell the products directly to the End User. You may not indirectly resell the products to the End User through any reseller, distributor or agent without the prior written consent of eGenoa, LLC. You determine the resale price of the products in your sole discretion. You shall receive no fee, commission or other remuneration from eGenoa, LLC for your resale of the products unless specified in a written agreement by eGenoa, LLC. eGenoa, LLC reserves the right in its sole discretion to restrict or prohibit your participation in any marketing, discount, promotional or other program offered by eGenoa, LLC.

2. You may use the eGenoa, LLC name and applicable product names solely to identify the products that you resell under this Agreement. You may not use any other eGenoa, LLC trademark, service mark or copyrighted materials without the prior written consent of eGenoa, LLC. You may not register or use any trademark, service mark or business name that is confusingly similar to any eGenoa, LLC trademark, service mark or business name. You agree to immediately correct upon receipt of written notice from eGenoa, LLC any misuse of eGenoa, LLC's name, trademarks, service marks or copyrighted materials. In no event shall you represent yourself as an authorized reseller, distributor, agent, sales partner or joint venturer of eGenoa, LLC without eGenoa, LLC's prior written consent.

3. You shall represent the products to End Users accurately and fairly and shall not conduct any misleading or unethical business practices. You shall not make any warranties or representations to End Users beyond those expressly set forth in this Agreement.

4. You may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order are expressly rejected and will be null and void. eGenoa, LLC's failure to specifically object to any such additional or different terms and conditions shall not constitute a waiver or acceptance of such additional terms and conditions. You agree that this Agreement and the terms and conditions set forth in eGenoa, LLC's order acknowledgement will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of this Agreement.

5. The prices and other information shown on this Site do not represent unconditional offers to sell and are subject to change by eGenoa, LLC at any time without notice to you. All orders are subject to product availability. eGenoa, LLC reserves the right to cancel any order in whole or in party. eGenoa, LLC cannot guarantee that it will be able to fulfill your orders.

6. Payment terms are net thirty (30) days from the date of eGenoa, LLC's invoice. In the event that eGenoa, LLC, in its sole discretion, deems your financial condition unsatisfactory, eGenoa, LLC may require full or partial payment in advance. Upon your failure to submit full or partial payment, eGenoa, LLC may cancel or delay any or all orders hereunder and/or adjust prices to match those in effect at the time delayed shipment is made. Amounts past due are subject to a service charge equal to the lesser of 1.5% per month or the maximum rate permitted by law.

7. Any consumption, excise, sales, value added or other tax which may be applicable to the transactions conducted under this Agreement shall be invoiced to you as a separate item and shall be paid by you unless you furnish eGenoa, LLC with a valid exemption certificate.

8. eGenoa, LLC may revise and discontinue products at any time without notice to you. eGenoa, LLC reserves the right to substitute the latest design or manufactured equivalent products where interchangeability does not materially affect form, fit or function. Parts used in repairing or servicing products may be new, equivalent to new or reconditioned.

9. Requested changes to orders are subject to eGenoa, LLC's approval and acceptance in writing. You shall pay eGenoa, LLC the then-current standard purchase price and/or fees for such accepted changes and for all increased costs and expenses incurred as a result of such accepted changes, plus eGenoa, LLC's then-current standard rate of profit for similar work.

10. Cancellation of any order is subject to eGenoa, LLC's receipt of your written notice of such cancellation before any product is shipped. In the event of any such whole or partial cancellation of any order, you shall pay to eGenoa, LLC the reasonable costs and expenses (including, without limitation, expenses and commitments to eGenoa, LLC's suppliers and subcontractors) incurred by eGenoa, LLC prior to eGenoa, LLC's receipt of the cancellation notice. Orders for non-standard, special or custom products are final and non-cancelable.

11. Products shall be shipped F.O.B. eGenoa, LLC's facility. Title to, and risk of loss or damage to, the products shall pass to you upon eGenoa, LLC's delivery of the products to a carrier for shipment. eGenoa, LLC's prices do not include shipping and handling charges, but are calculated in the checkout process. eGenoa, LLC may revise the shipping cost at time of shipment based on the current rates and number of cartons being shipped. eGenoa, LLC provides you with choices in the carrier and routing of shipments. You acknowledge that eGenoa, LLC may receive volume discounts from its carriers and that such discounts will not be credited or refunded to you. eGenoa, LLC shall be permitted to deliver products in separate lots.

12. You may only return products in accordance with eGenoa, LLC's standard Return Policy in effect on the date of the return. If you fail to follow eGenoa, LLC's Return Policy, eGenoa, LLC is not responsible whatsoever for any returned product that is lost, damaged, modified or otherwise processed for disposal or resale. eGenoa, LLC's Return Policy applies only to you. eGenoa, LLC's Return Policy does not apply to any End User. In no event shall eGenoa, LLC be required to accept any return from an End User. You must contact eGenoa, LLC before attempting to return a product in order to obtain a Return Material Authorization ("RMA") number to include with the return. eGenoa, LLC shall not be required to accept any return without an authorized RMA number. You must return the product in its original or equivalent packaging. You are responsible for all risk of loss and shipping and handling fees for returned products. eGenoa, LLC may, in its sole discretion, charge additional restocking fees and/or issue credit for partial returns less than invoice or individual component prices due to bundled or promotional pricing.

13. All delivery dates indicated on this Site or on eGenoa, LLC's documents are approximate and are based upon the prompt receipt of all necessary information from you regarding products ordered. eGenoa, LLC will use commercially reasonable efforts to meet the indicated delivery dates but shall not be liable for any breach of contract or held responsible for any costs or expenses incurred by you as a result of eGenoa, LLC's failure to do so. In the event of any delivery delay caused by you, eGenoa, LLC will store and handle all products ordered at your risk and will invoice you for the purchase price plus storage, insurance and handling charges incurred on or after the date on which the products are ready for delivery.

14. Until such time as eGenoa, LLC is fully paid for products shipped, eGenoa, LLC reserves, and you hereby grant to eGenoa, LLC, a purchase money security interest in the products listed in the order confirmation in the amount of their purchase price plus all attorneys' fees and costs of collection. A copy of the order confirmation may be filed on eGenoa, LLC's behalf with appropriate state authorities at any time as a financing statement in order to perfect eGenoa, LLC's security interest. You will provide eGenoa, LLC with reasonable assistance in perfecting its security interest. eGenoa, LLC shall have all rights and remedies of a secured party under the applicable provisions of the Uniform Commercial Code.

15. You shall reimburse eGenoa, LLC for all attorneys' fees, court costs and other expenses incurred by eGenoa, LLC to enforce this Agreement.

16. eGenoa, LLC warrants that products sold by eGenoa, LLC hereunder shall be free from defects in material and workmanship for a period commencing on the date of shipment and continuing until expiration of eGenoa, LLC's applicable standard warranty period for such product as set forth in eGenoa, LLC's warranty page at the time of shipment of such product. If products or services fail to meet their respective warranties hereunder, eGenoa, LLC will, at its sole option, either: (i) refund the amount received by eGenoa, LLC for defective products or services, (ii) repair or replace any defective product free of charge or (iii) re-perform services of the type originally performed free of charge. The foregoing is contingent upon (i) you returning the defective product to eGenoa, LLC (F.O.B. eGenoa, LLC's facility) or (ii) eGenoa, LLC receiving written notice of defective services, prior to the expiration of the applicable warranty period. The warranty set forth herein extends solely to you and does not extend to any product or service that has been misused, modified, repaired by anyone other than eGenoa, LLC, improperly installed, or otherwise abused. Any and all warranties granted hereunder shall be void if any portion of the purchase price has not been paid, in which case no warranty shall apply. EXCEPT AS EXPRESSLY PROVIDED HEREIN, eGenoa, LLC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED. eGenoa, LLC DOES NOT ACCEPT ANY LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN.

17. eGenoa, LLC will defend, at its expense, any action brought against you to the extent that it is based on a claim that your purchase and resale of any product under the terms and conditions of this Agreement infringes any patent, copyright, trademark, trade secret or other intellectual property right of a third party arising under any state or Federal laws of the United States of America, and eGenoa, LLC will indemnify you from any costs, damages and fees (including reasonable attorneys' fees) finally awarded against you in such action which are attributable to such claim. You agree to notify eGenoa, LLC promptly in writing of any claim, to permit eGenoa, LLC to have sole control of the defense, compromise or settlement of the claim and to provide all available information and assistance regarding such claim. eGenoa, LLC shall not be liable for any costs or fees incurred by you on such action or claim unless authorized in writing by eGenoa, LLC. Should any product purchased hereunder become, or in eGenoa, LLC's opinion be likely to become, the subject of a claim for infringement of any such third-party intellectual property right, eGenoa, LLC may (i) procure for you, at no cost to you, the right for you to continue to resell the product, (ii) replace or modify any product that you have in inventory, at no cost to you, to make such product non-infringing, provided that the replacement or modified product provides substantially similar functionality and performance or (iii) if neither (i) or (ii) are, in the sole discretion of eGenoa, LLC, commercially practicable, terminate your right to resell such product, and grant you a credit against the purchase price of such previously purchased product that you have in inventory as depreciated on a straight line five (5) year basis from the date of shipment of the product to you. eGenoa, LLC shall have no liability for any claim based upon: (i) the combination, operation or use of any such product with equipment, devices or software not supplied or specified by eGenoa, LLC, (ii) the alteration or modification of any such product that was not made or approved by eGenoa, LLC, (iii) the failure to use the most current version of such product or (iv) the use of such product other than in accordance with the applicable specifications, documentation or this Agreement. This Section 17 states the entire liability of eGenoa, LLC with respect to infringement of any third party intellectual property rights, and eGenoa, LLC shall have no additional liability with respect to any alleged or proven infringement. The obligations of eGenoa, LLC under this Section 17 extend solely to you and not to any other third party. All illustrations, drawings, photographs and other descriptive information attached to eGenoa, LLC's quotations shall remain the property of eGenoa, LLC and shall not be copied or made accessible to third parties in any way without the prior written consent of eGenoa, LLC. Tools made or acquired for the manufacture or modification of products or performance of services remain the property of eGenoa, LLC notwithstanding that you may have been charged for all or part of the cost thereof. eGenoa, LLC will use reasonable commercial efforts to safeguard your drawings and other property while in eGenoa, LLC's possession, but eGenoa, LLC shall not be liable to you for any loss or damage to such property, however caused, if you fail to take possession of such property within twenty-one (21) days of being notified to do so by eGenoa, LLC.

18. IN NO EVENT SHALL eGenoa, LLC'S LIABILITY FOR ANY CLAIM WHATSOEVER EXCEED THE COST OF THE PRODUCTS GIVING RISE TO THE CLAIM, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. IN NO EVENT SHALL eGenoa, LLC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS OR OPPORTUNITIES), HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER OR NOT eGenoa, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. You shall defend, indemnify and hold harmless eGenoa, LLC and its and their officers, directors, employees, agents, representatives, attorneys, subcontractors, vendors and suppliers, from and against any and all claims, damages, losses or expenses, including, without limitation, attorneys' fees, and amounts paid in settlements of claims or suits, which arise out of (i) your or your End User's failure to abide by any license agreements or other proprietary restrictions relating to such products, (ii) your misrepresentations, omissions, negligence or willful misconduct, (iii) your modification, addition, installation or handling of the products or (iv) your breach of this Agreement.

20. You agree to comply with all applicable laws and regulations. You shall not in any form export, re-export, resell, ship or divert, or cause to be exported, re-exported, resold, shipped or diverted, directly or indirectly, any product or technical data to any country for which the Unites States Government or any foreign government, or any agency of the United States Government or any foreign government, at the time of export or re-export, requires an export license or other governmental approval without first obtaining such license or approval.

21. Except for your payment of the purchase price, neither party shall be liable for any delay or failure to perform to the extent caused by fire, flood, explosion, war, riot, embargo, labor disputes, compliance with any laws, regulations, orders, acts or requirements from the government, civil or military authorities, terrorist attacks, acts of God or the public enemy, or any act or event of any nature reasonably beyond such party's control.

22. No condoning, excusing or waiver by eGenoa, LLC of any default, breach or nonobservance by you at any time with respect to any terms set forth herein shall operate as a waiver of eGenoa, LLC's rights with respect to any continuing or subsequent default, breach or nonobservance, and no waiver shall be inferred from or implied by any failure to exercise any such rights.

23. Should any provision of this Agreement be declared by any court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby, it being the intent of the parties that they would have executed the remaining portion without including any such part or portion which for any reason was declared invalid.

24. This Agreement shall be governed by and construed in accordance with the laws of California. The parties hereby submit to the exclusive jurisdiction and venue of the state and federal courts situate in California.

25. You and eGenoa, LLC agree that this Agreement constitutes the complete and exclusive agreement regarding the subject matter of your order and supersedes any prior communications, representations or agreements of the parties and cannot be altered, amended, or modified except in writing executed by an authorized representative of each party.

26. Neither party may sell, assign or transfer its rights, duties or obligations under this Agreement without the prior written consent of the other party; provided, however, that eGenoa, LLC may (i) assign its rights, duties and obligations hereunder to any parent company, subsidiary company or company under common control therewith, or to any successor in interest to all or substantially all of the business or assets of eGenoa, LLC and (ii) subcontract the manufacture of products, without your consent. To the extent that assignment is permitted, this Agreement shall inure to the benefit of and be binding upon each party and its permitted successors and assigns.


Tradeshow Displays

We offer a complete line of high quality,easy-to-use, and affordable portable display products for trade shows, events, displays, point of purchase, marketing, advertising and presentations.

» Popular Displays
» Rush Displays
» 10 and 20 foot Displays
» Banner Stands
» Outdoor Displays
» Hanging Signs
» Flooring
» Table Top Displays
» Tradeshow Graphics
» Table Drapes
» Accessories

Signs

Utilizing signs to advertise is a time proven way to deliver a message successfully. eGenoa offers a complete assortment of sign styles to fill your company's needs. Whether you are in need of an indoor or outdoor sign, we offer a full line of sidewalk and retail signs, light boxes, magnets, decals, and more that can all be custom made to your specifications.

» Banners
» Sidewalk Signs
» Retail Signs
» Lightboxes
» Indoor Signs
» Outdoor Signs
» Magnets
» Decals

Printing

Offer your customers professionally printed material that clearly represents your business. The eGenoa portfolio includes a complete variety of labels, catalogs, brochures, posters, postcards, presentation folders, sales and data sheets, banners, vehicle graphics, retail signs, and tradeshow graphics. Each can be custom designed to your specifications.

» Labels
» Catalogs
» Brochures
» Posters
» Postcards
» Presentation Folders
» Sales and Data Sheets
» Menu Boards
» Banners
» Tradeshow Graphics
» Retail Signs
» Vehicle Graphics

Vehicle Graphics

eGenoa can assist you in creating a vehicle wrap to advertise your business and create brand awareness.

» Vehicle Wraps
» Fleet Graphics
» Decals and Stickers
» Ready to Apply Letters
» 3M Certified Installers
» Design and Layout
» Magnetic Signs
» Window Graphics

Creative Services

Whether you need a complete identity package, a sharp looking brochure, tradeshow graphics or a label design, eGenoa has the creative team to get the job done.

» Vehicle Graphics
» Tradeshow Displays
» Signs and Banners
» Point of Sale Posters
» Labels
» Catalogs
» Postcards
» Printing
» Ad Design
» Creative Services - Logos
» Photography
» Menu Boards