TERMS OF USE

THE USE OF AND SERVICES PROVIDED THROUGH THIS WEBSITE ARE GOVERNED BY THE FOLLOWING TERMS AND CONDITIONS. BY USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS AND CONDITIONS BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

1. User's Acknowledgment and Acceptance of Terms.

This is a binding agreement between you and Intechra Group, LLC, a Delaware corporation, its parent, subsidiaries, and/or Affiliates (“ us ,” “ we ,” “ our ” or “ Intechra ”). By using the websites located at www.intechra.com , www.intechraparts.com , www.intechraoutlet.com , or www.intechralogistics.com (collectively, the “ Site ”) or any services provided in connection with the Site (the “ Services ”) you agree to be bound by and to abide by all the terms, conditions, and notices contained or referenced herein (the “ Terms of Use ”).

These Terms of Use are effective as of August 11, 2009. Intechra reserves the right to revise, update and/or change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this site and these Terms of Use periodically and to be aware of any modifications. Your continued use of this site after such modifications will constitute your acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

YOU AGREE THAT BY USING THE SERVICES YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THESE TERMS OF USE.

As used in these Terms of Use, references to our “ Affiliates ” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this site and/or its contents.

2. Privacy Policy.

Intechra respects your privacy and permits you to control the treatment of your personal information. A complete statement of Intechra's current Privacy Policy can be found by clicking here. Intechra's Privacy Policy is expressly incorporated into these Terms of Use by this reference.

3. Use of Site.

Intechra hereby grants you permission to use the Site or Services as set forth in these Terms of Use, provided that: (i) your use of the Site or Services as permitted is solely for your personal, noncommercial use, or if you area business, solely for your internal, noncommercial use; (ii) you will not copy or distribute any part of the Site in any medium without Intechra's prior written authorization; (iii) you will not alter or modify any part of the Site other than as may be reasonably necessary to use the Site for its intended purpose; and (iv) you will otherwise comply with these Terms of Use.

4. Prohibited Uses.

Intechra imposes certain restrictions on your permissible use of the Site and the Services. You are prohibited from violating or attempting to violate any security features of the Site or Services, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Services, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Services, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site or Services to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Services; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the code used by Intechra in providing the Site or Services. Any violation of system or network security may subject you to civil and/or criminal liability.

5. Termination.

By accessing the Site or Services, you agree that Intechra may, in our sole discretion, terminate or suspend your account or your access to or use of the Site and/or Services at any time, with or without notice and for any reason, including, without limitation, breach of these Terms of Use. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

6. Affiliated Sites.

Intechra works with a number of partners and affiliates whose Internet sites may be linked with the Site (“ Affiliated Sites ”). Intechra has no control over, and no liability for any third party websites or materials. Because neither Intechra nor the Site has control over the content and performance of these Affiliated Sites, Intechra makes no guarantees about the availability, accuracy, currency, content, or quality of the information provided by such sites, and Intechra assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Intechra makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content.

7. Intellectual Property.

By accepting these Terms of Use, you agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “ Content ”) in violation of any third party's copyrights, trademarks, trade secret, or other intellectual property or proprietary rights (collectively, “ Intellectual Property ”). You agree to abide by laws regarding ownership and use of Intellectual Property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights. You further acknowledge and agree that all content of the Site, including the text, graphics, logos, icons, screens and configurations, software, trademarks, and trade dress (collectively, “ Intechra Content ”), is the property of Intechra, its Affiliates or its licensors and is protected by U.S. and international Intellectual Property laws. You do not acquire any ownership rights in or to Intechra Content by using, printing, downloading or copying any Intechra Content or using this Site. Any use of Intechra Content or this Site other than for the express services provided, including but not limited to copying, reproducing, modifying, distributing, transmitting, replicating or public exhibition is strictly prohibited. You agree not to display or use in any manner Intechra's logo, trade marks and service marks or the marks of any third party on this Site, without Intechra's prior written permission.

8. User Communications or Material.

Subject to our Privacy Policy, any communication or material that you transmit to this site or to us, whether by electronic mail or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our designated licensees a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of this site believes its copyright, trademark, or other property rights have been infringed by a posting on this site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

b.Identification of the copyrighted work, trademark or other right claimed to have been infringed;

c. The name, address, telephone number and, if available, facsimile number of the complaining party and an electronic mail address at which the complaining party may be contacted;

d. Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;

e. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the owner, agent, or the law; and

f. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c) , our Designated Agent for notice of claims of copyright infringement can be reached as indicated below. Services of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.

Designated Agent for Claimed Infringement:

James H. Neeld, IV
YoungWilliams P.A.
P.O. Box 23059
Jackson , MS 39225-3059
(601) 948-6100
jneeld@youngwilliams.com

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

9. DISCLAIMER OF WARRANTIES.

INTECHRA HEREBY DISCLAIMS ALL WARRANTIES REGARDING THE SITE AND SERVICES. INTECHRA IS MAKING THE SITE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTECHRA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

INTECHRA DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS IN THE SITE OR THE SERVICES WILL BE CORRECTED. INTECHRA MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED.

THE USE OF THE SITE OR SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS OR SOFTWARE ARE DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INTECHRA OR ANY EMPLOYEE OR REPRESENTATIVE OF INTECHRA OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THESE TERMS OF USE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Before purchasing products or services through this site, review our Sales Terms and Conditions, which are incorporated by reference into these Terms of Use.

10. LIMITED LIABILITY.

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms of Use and your use of the Site or Services shall be limited to the amount you paid us for the services on the site during the 12-month period before the act giving rise to the liability.

INTECHRA'S LIABILITY TO YOU IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL INTECHRA OR OUR AFFILIATES BE LIABLE TO YOU FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBLILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR SERVICES OR ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD-PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF GOODS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnity.

You acknowledge and agree that you are personally responsible for your use of the Site and Services. You agree to indemnify, defend, and hold harmless Intechra, its Affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorneys' fees and costs) arising from your access to or use of or inability to use the Site or Services, your violation of these Terms of Use or any law, or your infringement, or infringement by any other user of your account or computer, of any Intellectual Property or other right of any person or entity. Intechra will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

12. Notices.

All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Notices to us must be sent to the attention of Customer Service at support@intechra.com , if by e-mail, or at Intechra Group, LLC, at PO Box 3226, Ridgeland, MS 39158-3226. Notices to you may be sent either to the e-mail address supplied for your account or to the address supplied by you as part of your registration data. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed e-mail.

13. Governing Law Venue; Submission to Jurisdiction.

These Terms of Use shall be governed by, and construed and enforced in accordance with, the domestic laws of the State of Mississippi without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Mississippi or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Mississippi. The parties exclude the applicability of the United Nations Convention on Contracts for the International Sale of Goods if otherwise applicable. By using the Site, you irrevocably agree that any legal action or proceeding with respect to these Terms of Use, the Content, Intechra's Privacy Policy, your use of the Site or any other Intechra website or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in the state and federal courts located in Jackson, Mississippi, and all users of the Site hereby irrevocably submit with regard to any such action or proceeding for itself, and its heirs, executors, administrators, legal representatives, and permitted successors and assigns and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. By using the Site, you irrevocably waive, and agree not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to these Terms of Use, the Content, Intechra's Privacy Policy, your use of the Site or any other Intechra website, (i) any claim that you are not personally subject to the jurisdiction of the above-named courts for any reason, (ii) that you or your property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of judgment, execution of judgment, or otherwise), and (iii) to the fullest extent permitted by the applicable law, that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) these Terms of Use or the subject matter hereof, may not be enforced in or by such courts.

14. Severability; Waiver.

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

15. Modifications.

Intechra may, in its sole discretion and without prior notice: (a) revise these Terms of Use; (b) modify the Site and/or the Services; and/or (c) discontinue the Site and/or Services at any time. Intechra shall post any revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision.

16. Entire Agreement.

These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended except by Intechra as provided for herein. Any attempt to alter, supplement, or amend this document except as provided for shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.