IKO Terms
and Legal Notices

These Terms and Conditions of Sale bind IKO Industries Ltd. and all of its affiliates selling Goods in Canada (“IKO”) and its customer (“Buyer”) regarding the sale by and purchase from IKO of products (“Goods”) in Canada. By accepting delivery of Goods from IKO, Buyer agrees to be bound by these Terms and Conditions of Sale.

1. TERMS AND CONDITIONS TO GOVERN. These Terms and Conditions of Sale supersede all prior agreements, proposals and discussions between the parties with respect to the purchase and sale of Goods. Any additional, inconsistent or different terms or conditions contained in Buyer’s purchase order or other documents submitted to IKO by or on behalf of Buyer at any time, whether before or after the date hereof, shall be deemed a material alteration and not a rejection of these Terms and Conditions of Sale, and are hereby expressly rejected by IKO. These Terms and Conditions of Sale shall be deemed accepted by Buyer without any such additional, inconsistent or different terms and conditions. Unless otherwise specified, these Terms and Conditions of Sale shall continue in effect until the expiration of the applicable statute of limitations.Unless otherwise expressly set forth in these Terms and Conditions, only the corporate officers of IKO shall have the legal authority to modify or amend any provision of these Terms and Conditions or any IKO warranty. No such modification or amendment will be valid or binding upon IKO unless agreed to in writing and signed by an authorized corporate officer of IKO. An employee of IKO who is not an authorized corporate officer of IKO has no actual, apparent, or implied authority to legally bind IKO in any manner whatsoever.
2. PRICES. Unless otherwise specified in writing by an authorized corporate officer or a Director of Sales of IKO, all prices shall be as set forth in the price lists (“Price Lists”) issued from time to time by IKO on a regional or other basis, which price lists are subject to change without notice to Buyer. Upon a change to the prices set forth on any Price List, all unshipped orders will be billed at the price in effect at the time of shipment. All prices are exclusive of taxes, customs, duties, transportation and insurance, and any and all current or future tax or governmental charges (including, without limitation, Federal Goods and Service Tax, Provincial Sales Tax and Harmonized Sales Tax) applicable to the sale, delivery, shipment, storage or use of the Goods that IKO is required to pay or collect, shall be for Buyer’s account and shall be added to the price and not subject to reduction.
3. PAYMENT TERMS. Unless otherwise specified in writing by an authorized corporate officer or a Director of Sales of IKO, the payment terms shall be as identified in the Price Lists. Buyer shall be liable for all expenses attendant to collection of past due amounts, including attorneys’ fees and costs. IKO shall have the right to set-off any amounts owing from Buyer against any amounts payable to Buyer. In the event that IKO determines, at any time in its sole and absolute discretion, that it does not want to sell Goods to the Buyer, including if it determines in its sole discretion that the credit of Buyer or of any person or entity providing credit support for Buyer’s obligations to IKO is or becomes impaired, or there is any reason to doubt the enforceability or sufficiency of any agreement, instrument or document supporting Buyer’s obligations to IKO, IKO shall have the right, among any other rights provided by applicable law, to declare immediately due and payable any and all amounts owed by Buyer to IKO, whether under these Terms and Conditions of Sale or otherwise, and to suspend and/or terminate further production, shipment, and delivery of Goods to Buyer under any order, whether under these Terms and Conditions of Sale or otherwise, until it determines, in its sole discretion, that it will sell Goods to the Buyer, and that credit arrangements satisfactory to IKO in its sole discretion have been established. If Buyer desires credit from IKO, or if any such credit is provided to Buyer, or performance assurance is required by IKO of Buyer, Buyer will provide to IKO the financial information requested.
4. TERRITORY. The Buyer shall limit its sale and distribution of the Goods to customers located within Canada (the “Territory”). Without limiting the generality of the foregoing, Buyer must promptly refer to IKO any inquiries received from any sources outside the Territory, and Buyer must not (i) promote, market or solicit any sales of the Goods outside the Territory, (ii) directly or indirectly sell the Goods to any persons located outside of the Territory, or (iii) directly or indirectly sell the Goods to any persons within the Territory if the Buyer knows or ought to know that such person may market and/or directly or indirectly resell the Goods outside of the Territory.
   (b) Buyer shall also use all reasonable endeavours to ensure that the Goods sold to its customers will be marketed and sold only in the Territory. Such steps shall include, without limitation, (i) requiring of its customers a contractual commitment that the Goods will not be marketed or resold outside the Territory, and (ii) if Buyer becomes aware that any person inside the Territory has marketed or resold the Goods outside the Territory, or plans or intends to do so, giving immediate notice thereof to IKO (and including with its notice all information which it is aware of in respect of such matter) and immediately ceasing to supply such person with Goods.
   (c) In the event Buyer violates the provisions of this Article, Buyer shall be deemed to have materially breached this Agreement, and, in addition to all other remedies provided for at law, at equity or in this Agreement, IKO shall be entitled, at its sole discretion, to immediately (i) terminate this Agreement and any or all of the rights granted herein to Buyer without prior notice, (ii) eliminate or reduce any discounts or rebate payments to Buyer in respect of its purchase of Goods from IKO, (iii) claim and receive from the Buyer compensation for damages incurred by IKO as a result of the Buyer’s violation of this Article, and (iv) receive injunctive relief to prevent shipment from any court of competent jurisdiction, without posting a bond or other means of security therefore. Buyer hereby expressly waives in advance the right to claim a guarantee, bond or undertaking as a condition for IKO obtaining injunctive relief.
   (d) In the event that the Buyer sells Goods directly or indirectly outside the Territory in violation of this Article, any IKO warranty applicable to such Goods shall be void, as per the IKO Asphalt Shingle Limited Warranty, and Buyer shall be responsible for any warranty claims seeking compensation in respect of such Goods.”
5. SHIPMENT; TITLE; RISK OF LOSS. IKO reserves the right to accept or refuse any order for Goods received at its sole discretion. All shipping dates are approximate and not guaranteed. No delivery delay will entitle Buyer to a charge back, set off or claim for direct, indirect, incidental or consequential or other damages of any kind. Title and risk of loss shall pass from IKO to Buyer once the Goods are loaded on the first carrier at IKO’s facility, and all claims for loss or damage from that point in time and on, including in transit, must be filed against the carrier by Buyer. Buyer shall pay freight, unless prepaid, and shall unload shipments promptly. Any increase in freight rates for shipments, whether prepaid or not, and all demurrage shall be borne by Buyer. Restrictions on delivery and any delivery discounts or surcharges shall be set forth in the Price Lists.
6. EXCUSE OF PERFORMANCE. IKO will be excused from performance hereunder or otherwise if performance is prevented or delayed due to acts of God, war, terrorism, riot, fire, labour trouble (including strikes, lockouts and labour shortages), failure of computer or telecommunications systems to operate properly, destruction or loss of electronic records or data, plant shutdowns, unavailability of materials or components, unavailability of or delays in transportation, insufficient production capacity, unavailability or shortage of fuel products, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or other causes beyond IKO’s reasonable control. Without limiting the generality of the foregoing, IKO will be excused for any delay or failure to perform as a result of any epidemic or pandemic threats and guidelines and advisories in respect thereto, whether recommended by the World Health Organization, the Centers for Disease Control, the Public Health Agency of Canada, or any governmental or local health authority having jurisdiction, pursuant to which IKO determines to suspend all or a part of its operations for the health and safety of its employees, contractors or the community at large. In any such event, IKO may, without liability, allocate and distribute the Goods among its customers in such proportions, including to the exclusion of some customers such as Buyer, as IKO, in its sole discretion, determines.
7. SECURITY INTEREST. If the sale of merchandise is made in a province other than Quebec, IKO reserves and Buyer grants to IKO a purchase money security interest in all Goods sold and any cash receivables or cash from resale thereof to secure the full payment and performance by Buyer of its liabilities and obligations to IKO. If the sale of merchandise is made in Quebec, the Buyer hereby hypothecates in IKO’s favour, the Goods described in the order (“Hypothecated Property”), for an amount equal to the purchase price of the Hypothecated Property, plus an additional sum equal to twenty (20%) percent of the amount of the hypothec for purposes of guaranteeing the payment of interest and incidental charges that are not already guaranteed by the amount of the hypothec, with interest commencing from the date hereof at a rate of 25% per year. The hypothec is granted to secure payment of the balance of the purchase price of the Hypothecated Property and all other obligations of the Buyer to IKO hereunder and pursuant to the order and the Price List. Buyer shall be in default under these Terms and Conditions of Sale, and the security interest/hypothec created hereunder shall become enforceable if: (a) Buyer fails to pay the balance of the invoice value when due or fails to remedy any other default within ten (10) days after being notified of such default by IKO; (b) Buyer threatens, appears to or ceases to carry on its business or substantially changes the nature of its business, all as determined by IKO in its sole discretion; (c) Buyer becomes or acknowledges being insolvent, becomes bankrupt or generally takes measures to arrive at a compromise, an arrangement or an agreement with its creditors, or arrives at the liquidation of its assets or its bankruptcy; (d) proceedings are instituted against Buyer in order to liquidate its assets or declare it bankrupt, which are not diligently contested by Buyer and are not dismissed or cancelled within twenty-one (21) days from the day on which they are instituted; (e) a prior notice is given by a creditor purporting to hold or holding a prior claim or by a hypothecary creditor of its intention to exercise its purported or prior claim or hypothecary rights or any other security interest, or if such right or security interest is exercised or if a secured creditor takes possession or appoints a receiver with respect to any part of the Goods sold; or (f) an execution is filed against the Buyer or a seizure is brought against the Goods sold and should it not be quashed within ten (10) days thereafter. Buyer acknowledges that this document may be filed with the appropriate authorities as a financing statement and/or hypothec and agrees to execute and deliver such documents as IKO may request in order to perfect its security interest/hypothec./// IKO will be excused from performance hereunder or otherwise if performance is prevented or delayed due to acts of God, war, terrorism, riot, fire, labour trouble (including strikes, lockouts and labour shortages), failure of computer or telecommunications systems to operate properly, destruction or loss of electronic records or data, plant shutdowns, unavailability of materials or components, unavailability of or delays in transportation, insufficient production capacity, unavailability or shortage of fuel products, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or other causes beyond IKO’s reasonable control. Without limiting the generality of the foregoing, IKO will be excused for any delay or failure to perform as a result of any epidemic or pandemic threats and guidelines and advisories in respect thereto, whether recommended by the World Health Organization, the Centers for Disease Control, the Public Health Agency of Canada, or any governmental or local health authority having jurisdiction, pursuant to which IKO determines to suspend all or a part of its operations for the health and safety of its employees, contractors or the community at large. In any such event, IKO may, without liability, allocate and distribute the Goods among its customers in such proportions, including to the exclusion of some customers such as Buyer, as IKO, in its sole discretion, determines.
8. WARRANTY. UNLESS THE GOODS ARE SUBJECT TO AN EXPRESS LIMITED WARRANTY OR FULL WARRANTY PROVIDED BY IKO AS SET FORTH ON IKO’S WEBSITE (www.iko.com/na/residential/building-professional/canada-warranties), THE GOODS ARE SOLD “AS IS, WITH ALL FAULTS”, WITHOUT RECOURSE, AND IKO DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY CONDITIONS OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PRIVATE LABEL GOODS, GOODS DESCRIBED AS “SECONDS”, “ECONOMY”, “DAMAGED”, “OFF-GRADE”, AND OTHER SIMILAR DESIGNATIONS ARE DEEMED TO BE SOLD “AS IS, WITH ALL FAULTS”.
9. LIMITATION OF REMEDY AND LIABILITY. IF THE GOODS ARE SUBJECT TO A LIMITED WARRANTY OR OTHER WARRANTY PROVIDED BY IKO AS SET FORTH ON IKO’S WEBSITE (www.iko.com/na/residential/building-professional/canada-warranties), THE SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY NATUREARISING FROM THE FAILURE OF THE GOODS TO CONFORM TO THE APPLICABLE WARRANTY SHALL BE LIMITED TO THE REMEDY SPECIFIED IN THE APPLICABLE WARRANTY. UNLESS OTHERWISE EXPLICITLY SET FORTH IN AN APPLICABLE LIMITED WARRANTY OR OTHER WARRANTY, IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL IKO’S CUMULATIVE LIABILITY EXCEED THE PURCHASE PRICE FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. IKO SHALL NOT IN ANY EVENT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE. BUYER AGREES THAT IN NO EVENT SHALL IKO’S LIABILITY TO BUYER INCLUDE INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO, COST FOR LABOUR, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE, AND COST OF CAPITAL.
10. REJECTION OF NON-CONFORMING GOODS. Unless otherwise set forth in an express limited warranty or other warranty, for the applicable Goods, as set forth on IKO’s website (www.iko.com/na/residential/building-professional/canada-warranties), rejection of non-conforming Goods must be made by Buyer in writing within ten (10) days of receipt, and all defects ascertainable at the time of giving notice shall be stated with particularity or deemed waived. In the event of any complaint, shipment shall be held intact, and specification of objections, accompanied by tally of objectionable Goods, shall be submitted directly to IKO. If requested by IKO, Buyer shall provide a requested sample of the purported non-conforming Goods, at Buyer’s expense. If full credit is allowed by IKO for non-conforming goods and unless otherwise set forth in a limited warranty or other warranty provided by IKO as set forth on IKO’s website (www.iko.com/na/residential/building-professional/canada-warranties), the Goods must be retained intact at the delivery point, and IKO shall have 90 days from the date of such allowance to dispose of such Goods as it determines. Under no circumstances are Goods to be returned to IKO unless Buyer has written permission of IKO’s Plant Manager and Director of Sales to do so. A claim that Goods are non-conforming or any other claim shall not entitle Buyer to deduct any sum from any invoice unless such claim and deduction has been allowed and acknowledged by IKO in writing. Invoices shall be paid in full in accordance with the Price Lists, and, in the event of subsequent allowance by IKO of any claim, IKO shall promptly make payment to Buyer for the amount so allowed.
11. RETURN OF GOODS. Return of Goods other than pursuant to Section 9 shall require the prior written approval of IKO’s Plant Manager and Director of Sales, or alternatively, IKO’s Controller. In no event will returns be accepted after ninety (90) days from the delivery date. Goods pre-approved for return will be subject to restocking, reconditioning, repackaging and freight charges, all as set forth in the Price Lists.
12. FURTHER HANDLING. Buyer shall indemnify, defend and hold harmless IKO, its affiliates and their respective officers, directors, managers, employees, representatives and agents from and against, any and all claims, losses, liabilities, costs and expenses (including attorneys’ fees) arising out of or resulting from the use, handling, manufacture, processing, alteration, distribution, sale or marketing of the Goods, or any other action or inaction with regard to the Goods, in each case after the delivery thereof to Buyer; provided however, that Buyer shall not be liable to IKO for damages directly caused by the sole negligence of IKO or by IKO’s breach of IKO’s applicable written limited or other warranty set forth at www.iko.com/na/residential/building-professional/canada-warranties or provided upon request.
13. EXPORT CONTROL REGULATIONS. All Goods sold by IKO are subject to the export control laws of Canada and/or the United States of America, and Buyer agrees not to divert or resell the Goods contrary to such laws. If any license or consent of any government or other authority is required for the acquisition, carriage or use of product by Buyer, Buyer will obtain the same at its expense and provide evidence of the same to IKO on request. Failure to do so will entitle IKO to withhold or delay shipment, but failure to do so will not entitle Buyer to withhold or delay payment of the price therefor. Any expenses or charges incurred by IKO resulting from such failure will be paid for by Buyer within ten (10) days of receipt of IKO’s written request.
14. GOVERNING LAW; SEVERABILITY. These Terms and Conditions of Sale shall be governed by the laws of the Province of Ontario, Canada, without reference to the choice of law, conflicts of law, or principles of any other province or country which might otherwise be applied. If any provision of these Terms and Conditions of Sale is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and the parties shall use their best efforts to substitute a valid, legal and enforceable provision, which, insofar as practical, implements the purpose of these Terms and Conditions of Sale. Without limiting the generality of the foregoing, some provinces may not allow an exclusion of certain implied warranties or conditions or limitation of certain incidental, consequential or other damages. In such event, Sections 7 and 8 shall be construed to the greatest extent permissible to implement the purpose of these Terms and Conditions of Sale.
15. MISCELLANEOUS. These Terms and Conditions of Sale shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties. Buyer shall not assign its rights or obligations under these Terms and Conditions of Sale without IKO’s prior written consent, which may be withheld for any reason in IKO’s sole discretion. Any assignment by Buyer except as permitted herein shall be null and void. Unless otherwise explicitly set forth in the applicable warranty, no warranty shall be assignable under any circumstances. No waiver of any provision of these Terms and Conditions of Sale by an authorized corporate officer of IKO will be valid unless the same is in writing and signed by such officer. IKO reserves the right to unilaterally modify or amend any portion of these Terms and Conditions of Sale at any time without prior notice effective immediately upon posting at the IKO website (www.iko.com/na). The current version of these Terms and Conditions of Sale and any modifications or amendments supersede all prior versions of these Terms and Conditions of Sale. The most current version of these Terms and Conditions of Sale may be found at the IKO website (www.iko.com/na/residential/building-professional/canada-terms-conditions-of-sale) and is also available upon request.

Notice regarding Legal Authority to Bind IKO
Only the authorized corporate officers of IKO Industries Ltd. and one or more of any of its affiliated or related companies worldwide (hereinafter individually “IKO”) shall have the legal authority to bind IKO to any obligation and/or agreement whatsoever, save as may otherwise be expressly set out in IKO’s Terms and Conditions of Sale on IKO’s web site (www.iko.com/na). No legal contract or agreement, or modification or amendment to any legal contract or agreement, to which IKO is a party will be valid or binding upon IKO unless agreed to in a formal written document signed by an authorized corporate officer of IKO. Authorized corporate officers of IKO are only the C.E.O., President, Executive Vice-President, a Vice-President, C.F.O., the Treasurer, and the Corporate Secretary. An employee of IKO who is not an authorized officer of IKO has no actual, apparent, or implied authority to legally bind IKO in any manner whatsoever.

1. Terms of Use
   (A) Governing Terms. This website (collectively “IKO.com” or “Site”) is an interactive on-line service operated by IKO Industries Ltd. and one or more of its affiliated or related companies worldwide (hereinafter “IKO”). These Terms of Use, along with any additional terms and conditions that are referenced herein or that are presented elsewhere on the Site or in these Legal Notices or in our Privacy Policy (collectively “Terms of Service”), set forth the terms and conditions that apply to your use of IKO.com. By using IKO.com, you agree to comply with all of the terms and conditions herein. If you do not agree to these Terms of Service, you should not access or use IKO.com.
   (B) Changes to Terms of Service. IKO may modify the Terms of Service, or any part hereof, or add or remove terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your use of IKO.com after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions.
   (C) Changes to the Site. IKO may change or discontinue any aspect, service, feature of the Site or product or service of IKO described herein at any time and without notice, including, but not limited to, content, hours of availability, and equipment needed for access or use.
   (D) Equipment. You are responsible for obtaining and maintaining all connectivity, computer software, hardware, and any other equipment needed for access to and use of this Site, and for all charges related to the same.
   (E) Image Limitations. IKO strives to accurately reproduce the screen images of the shingle swatches and house photos shown. However, due to manufacturing variances, the limitations of your monitor resolution and the variation in natural exterior lighting, actual colors may vary from the images you see. To ensure complete satisfaction, you should make final color selections from several full size shingles and view a sample of the product installed on a home.
2. Copyright Ownership
   (A) General. IKO.com contains copyrighted material, trademarks, and other proprietary information, including, but not limited to, text, documents, software, photos, video, graphics, music, and sound. The entire content of this Site is copyrighted as a collective work under Canadian and International copyright laws. IKO owns copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content on the Site, in whole or in part. You may download copyrighted material for your personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication, or commercial exploitation of material obtained from the Site will be permitted without the express, written permission of IKO. 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. You acknowledge that you do not acquire any ownership rights by accessing, copying, downloading, or otherwise using copyrighted material from this Site.
   (B) Approved Copyright Legend.
   Here is the appropriate copyright legend that should be used for any such materials obtained or referenced from this Site: Copyright © 2004-2010 IKO Industries Ltd., IKO Industries, Inc., and their affiliated and related entities. All rights reserved.
3. Trademarks
   IKO owns all right, title, and interest in its registered and unregistered trademarks, service marks, logos, and taglines used in connection with any of IKO’s products or services referenced on the Site or otherwise provided by IKO in the industry, including, but not limited to, the marks IKO, the IKO logo(s) and stylized marks, ARMOROOF, ROOFViewer®, ROOFPRO®, and the SETTING THE STANDARD tagline. Any other marks, logos, or company names appearing on the Site are the property of their respective owners.
4. Disclaimer of Warranty & Limitation of Liability
   (A) Information contained on this Site is intended for general information purposes only, is not intended to make any representations or legal statement, and is provided on an “as is” basis. While effort has been made to provide correct and clearly expressed information, errors may occur. Furthermore, any information contained on this Site is subject to change at any time and without notice.
   (B) IKO and any of its officers, directors, shareholders, employees, and agents hereby disclaim any responsibility or liability for any errors, omissions, or statements contained on this Site and assume no liability whatsoever for any action taken in reliance on the information contained on this Site, or for any special, direct, indirect, consequential, or incidental damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of this Site or of any information or content contained therein.
   (C) UNLESS GOODS SOLD BY IKO OR ANY OF ITS AFFILIATES ARE SUBJECT TO AN EXPRESS LIMITED WARRANTY OR OTHER WARRANTY PROVIDED BY IKO AS EXPLICITLY SET FORTH ON THE SITE (www.iko.com/na/warranties), THE GOODS ARE SOLD “AS IS, WITH ALL FAULTS,” WITHOUT RECOURSE, AND IKO DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY CONDITIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PRIVATE LABEL GOODS, GOODS DESCRIBED AS “SECONDS,” “ECONOMY,” “DAMAGED,” “OFF-GRADE,” AND OTHER SIMILAR DESIGNATIONS ARE DEEMED TO BE SOLD “AS IS, WITH ALL FAULTS.”
   
5. Links to Third Party Content or Websites
   In the event that there are any links or pointers to third party (not owned or operated by IKO) websites within this Site, such links are provided merely for convenience to you and do not constitute an endorsement of the products or services offered by the owner or operator of such third party websites. IKO and any of its officers, directors, shareholders, employees, and agents hereby disclaim any responsibility or liability for such third party websites and assume no responsibility or liability for any content, information, or statements made on such linked websites or by the owner or operator of such websites.
6. Entire Agreement
   These Terms of Service constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede any and all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms of Service are for the benefit of IKO and any of its affiliated companies or entities. These Terms of Service shall be construed in accordance with the laws of the Province of Alberta, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

   These Terms of Service were last updated on 14 February 2017.

These Terms and Conditions of Sale bind IKO Industries Inc., and all of their U.S. affiliates selling Goods in the United States (“IKO”) and its customer (“Buyer”) regarding the sale by and purchase from IKO of products (“Goods”) in the United States of America and its territories (“US”). By accepting delivery of Goods from IKO, the Buyer agrees to be bound by these Terms and Conditions of Sale.

1. TERMS AND CONDITIONS TO GOVERN. These Terms and Conditions of Sale supersede all prior agreements, proposals and discussions between the parties with respect to the purchase and sale of Goods. Any additional, inconsistent or different terms or conditions contained in Buyer’s purchase order or other documents submitted to IKO by or on behalf of Buyer at any time, whether before or after the date hereof, shall be deemed a material alteration and not a rejection of these Terms and Conditions of Sale, and are hereby expressly rejected by IKO. These Terms and Conditions of Sale shall be deemed accepted by Buyer without any such additional, inconsistent or different terms and conditions. Unless otherwise specified, these Terms and Conditions of Sale shall continue in effect until the expiration of the applicable statute of limitations.
   Unless otherwise expressly set forth in these Terms and Conditions, only the corporate officers of IKO shall have the legal authority to modify or amend any provision of these Terms and Conditions or any IKO warranty. No such modification or amendment will be valid or binding upon IKO unless agreed to in writing and signed by an authorized corporate officer of IKO. An employee of IKO who is not an authorized corporate officer of IKO has no actual, apparent, or implied authority to legally bind IKO in any manner whatsoever.
2. PRICES. Unless otherwise specified in writing by an authorized corporate officer or a Director of Sales of IKO, all prices shall be as set forth in the price lists (“Price Lists”) issued from time to time by IKO on a regional or other basis, which price lists are subject to change without notice to Buyer. Upon a change to the prices set forth on any Price List, all unshipped orders will be billed at the price in effect at the time of shipment. All prices are exclusive of taxes, customs, duties, transportation and insurance, and any and all current or future tax or governmental charges (including, without limitation, any sales or use tax) applicable to the sale, delivery, shipment, storage or use of the Goods that IKO is required to pay or collect, shall be for Buyer’s account and shall be added to the price and not subject to reduction.
3. PAYMENT TERMS. Unless otherwise specified in writing by an authorized corporate officer or a Director of Sales of IKO, the payment terms shall be 1% 15th MF, net 30th MF. Buyer shall be liable for all expenses attendant to collection of past due amounts, including attorneys’ fees and costs. IKO shall have the right to set-off any amounts owing from Buyer against any amounts payable to Buyer. In the event that IKO determines, at any time in its sole and absolute discretion, that it does not want to sell Goods to the Buyer, including if it determines in its sole discretion that the credit of Buyer or of any person or entity providing credit support for Buyer’s obligations to IKO is or becomes impaired, or there is any reason to doubt the enforceability or sufficiency of any agreement, instrument or document supporting Buyer’s obligations to IKO, IKO shall have the right, among any other rights provided by applicable law, to declare immediately due and payable any and all amounts owed by Buyer to IKO, whether under these Terms and Conditions of Sale or otherwise, and to suspend and/or terminate further production, shipment, and delivery of Goods to Buyer under any order, whether under these Terms and Conditions of Sale or otherwise, until IKO determines, in its sole discretion, that IKO will sell Goods to the Buyer, and that credit arrangements satisfactory to IKO in its sole discretion have been established. If Buyer desires credit from IKO, or if any such credit is provided to Buyer, or performance assurance is required by IKO of Buyer, Buyer will provide to IKO the financial information requested.
4. TERRITORY. The Buyer shall limit its sale and distribution of the Goods to customers located within the United States of America and its territories (the “Territory”). Without limiting the generality of the foregoing, Buyer must promptly refer to IKO any inquiries received from any sources outside the Territory, and Buyer must not (i) promote, market or solicit any sales of the Goods outside the Territory, (ii) directly or indirectly sell the Goods to any persons located outside of the Territory, or (iii) directly or indirectly sell the Goods to any persons within the Territory if the Buyer knows or ought to know that such person may market and/or directly or indirectly resell the Goods outside of the Territory.(b) Buyer shall also use all reasonable endeavors to ensure that the Goods sold to its customers will be marketed and sold only in the Territory. Such steps shall include, without limitation, (i) requiring of its customers a contractual commitment that the Goods will not be marketed or resold outside the Territory, and (ii) if Buyer becomes aware that any person inside the Territory has marketed or resold the Goods outside the Territory, or plans or intends to do so, giving immediate notice thereof to IKO (and including with its notice all information which it is aware of in respect of such matter) and immediately ceasing to supply such person with Goods.(c) In the event Buyer violates the provisions of this Article, Buyer shall be deemed to have materially breached this Agreement, and, in addition to all other remedies provided for at law, at equity or in this Agreement, IKO shall be entitled, at its sole discretion, to immediately (i) terminate this Agreement and any or all of the rights granted herein to Buyer without prior notice, (ii) eliminate or reduce any discounts or rebate payments to Buyer in respect of its purchase of Goods from IKO, (iii) claim and receive from the Buyer compensation for damages incurred by IKO as a result of the Buyer’s violation of this Article, and (iv) receive injunctive relief to prevent shipment from any court of competent jurisdiction, without posting a bond or other means of security therefore. Buyer hereby expressly waives in advance the right to claim a guarantee, bond or undertaking as a condition for IKO obtaining injunctive relief.
   (d) In the event that the Buyer sells Goods directly or indirectly outside the Territory in violation of this Article, any IKO warranty applicable to such Goods shall be void, as per the IKO Asphalt Shingle Limited Warranty, and Buyer shall be responsible for any warranty claims seeking compensation in respect of such Goods.”
5. SHIPMENT; TITLE; RISK OF LOSS. IKO reserves the right to accept or refuse any order for Goods received at its sole discretion. All shipping dates are approximate and not guaranteed. No delivery delay will entitle Buyer to a charge back, set off or claim for direct, indirect, incidental or consequential or other damages of any kind. Title and risk of loss shall pass from IKO to Buyer once the Goods are loaded on the first carrier at IKO’s facility, and all claims for loss or damage from that point in time and on, including in transit, must be filed against the carrier by Buyer. Buyer shall pay freight, unless prepaid, and shall unload shipments promptly. Any increase in freight rates for shipments, whether prepaid or not, and all demurrage shall be borne by Buyer. Restrictions on delivery and any delivery discounts or surcharges shall be on terms set forth in the Price Lists.
6. EXCUSE OF PERFORMANCE. IKO will be excused from performance hereunder or otherwise if performance is prevented or delayed due to acts of God, war, terrorism, riot, fire, labor trouble (including strikes, lockouts and labor shortages), failure of computer or telecommunications systems to operate properly, destruction or loss of electronic records or data, plant shutdowns, unavailability of materials or components, unavailability of or delays in transportation, insufficient production capacity, unavailability or shortage of fuel products, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or other causes beyond IKO’s reasonable control. Without limiting the generality of the foregoing, IKO will be excused for any delay or failure to perform as a result of any epidemic or pandemic threats and guidelines and advisories in respect thereto, whether recommended by the World Health Organization, the Centers for Disease Control, the Public Health Agency of Canada, or any governmental or local health authority having jurisdiction, pursuant to which IKO determines to suspend all or a part of its operations for the health and safety of its employees, contractors or the community at large. In any such event, IKO may, without liability, allocate and distribute the Goods among its customers in such proportions, including to the exclusion of some customers such as Buyer, as IKO, in its sole discretion, determines.
7. SECURITY INTEREST. IKO reserves and Buyer grants to IKO a purchase money security interest in all Goods sold and any cash receivables or cash from resale thereof to secure the full payment and performance by Buyer of its liabilities and obligations to IKO. Buyer shall be in default under these Terms and Conditions of Sale, and the security interest created hereunder shall become enforceable if: (a) Buyer fails to pay the balance of the invoice value when due or fails to remedy any other default within ten (10) days after being notified of such default by IKO; (b) Buyer threatens, appears to or ceases to carry on its business or substantially changes the nature of its business, all as determined by IKO in its sole discretion; (c) Buyer becomes or acknowledges being insolvent, becomes bankrupt or generally takes measures to arrive at a compromise, an arrangement or an agreement with its creditors, or arrives at the liquidation of its assets or its bankruptcy; (d) proceedings are instituted against Buyer in order to liquidate its assets or declare it bankrupt, which are not diligently contested by Buyer and are not dismissed or cancelled within twenty-one (21) days from the day on which they are instituted; (e) a prior notice is given by a creditor purporting to hold or holding a prior claim of its intention to exercise its purported or prior claim or any other security interest, or if such right or security interest is exercised or if a secured creditor takes possession or appoints a receiver with respect to any part of the Goods sold; or (f) an order of execution is filed against the Buyer or a seizure is brought against the Goods sold and should it not be quashed within ten (10) days thereafter. Buyer acknowledges that this document may be filed with the appropriate authorities as a financing statement and agrees to execute and deliver such documents as IKO may request in order to perfect its security interest.
8. WARRANTY. UNLESS THE GOODS ARE SUBJECT TO AN EXPRESS LIMITED WARRANTY OR FULL OTHER WARRANTY PROVIDED BY IKO AS SET FORTH ON IKO’S WEBSITE (www.iko.com/na/residential/building-professional/usa-warranties), THE GOODS ARE SOLD “AS IS, WITH ALL FAULTS”, WITHOUT RECOURSE, AND IKO DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY CONDITIONS OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PRIVATE LABEL GOODS, GOODS DESCRIBED AS “SECONDS”, “ECONOMY”, “DAMAGED”, “OFF-GRADE”, AND OTHER SIMILAR DESIGNATIONS ARE DEEMED TO BE SOLD “AS IS, WITH ALL FAULTS”.
9. LIMITATION OF REMEDY AND LIABILITY. IF THE GOODS ARE SUBJECT TO A LIMITED WARRANTY OR OTHER WARRANTY PROVIDED BY IKO AS SET FORTH ON IKO’S WEBSITE (www.iko.com/na/residential/building-professional/usa-warranties), THE SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY NATURE ARISING FROM THE FAILURE OF THE GOODS TO CONFORM TO THE APPLICABLE WARRANTY SHALL BE LIMITED TO THE REMEDY SPECIFIED IN THE APPLICABLE WARRANTY. UNLESS OTHERWISE EXPLICITLY SET FORTH IN AN APPLICABLE LIMITED WARRANTY OR OTHER WARRANTY, IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL IKO’S CUMULATIVE LIABILITY EXCEED THE PURCHASE PRICE FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. IKO SHALL NOT IN ANY EVENT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE. BUYER AGREES THAT IN NO EVENT SHALL IKO’S LIABILITY TO BUYER INCLUDE INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO, COST FOR LABOR, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE, AND COST OF CAPITAL.
10. REJECTION OF NON-CONFORMING GOODS. Unless otherwise set forth in an express limited warranty or other warranty provided by IKO for the applicable Goods as set forth on IKO’s website (www.iko.com/na/residential/building-professional/usa-warranties), rejection of non-conforming Goods must be made by Buyer in writing within ten (10) days of receipt, and all defects ascertainable at the time of giving notice shall be stated with particularity or deemed waived. In the event of any complaint, shipment shall be held intact, and specification of objections, accompanied by tally of objectionable Goods, shall be submitted directly to IKO. If requested by IKO, Buyer shall provide a requested sample of the purported non-conforming Goods, at Buyer’s expense. If full credit is allowed by IKO for non-conforming goods and unless otherwise set forth in a limited warranty or other warranty provided by IKO as set forth on IKO’s website (www.iko.com/na/residential/building-professional/usa-warranties), the Goods must be retained intact at the delivery point, and IKO shall have 90 days from the date of such allowance to dispose of such Goods as it determines. Under no circumstances are Goods to be returned to IKO unless Buyer has written permission of IKO’s Plant Manager and Director of Sales to do so. A claim that Goods are non-conforming or any other claim shall not entitle Buyer to deduct any sum from any invoice unless such claim and deduction has been allowed and acknowledged by IKO in writing. Invoices shall be paid in full in accordance with the Price Lists, and, in the event of subsequent allowance by IKO of any claim, IKO shall promptly make payment to Buyer for the amount so allowed.
11. RETURN OF GOODS. Return of Goods other than pursuant to Section 9 shall require the prior written approval of IKO’s Plant Manager and Director of Sales, or alternatively, IKO’s Controller. In no event will returns be accepted after ninety (90) days from the delivery date. Goods pre-approved for return will be subject to restocking, reconditioning, repackaging and freight charges, all as set forth in the Price Lists.
12. FURTHER HANDLING. Buyer shall indemnify, defend and hold harmless IKO, its affiliates and their respective officers, directors, managers, employees, representatives and agents from and against, any and all claims, losses, liabilities, costs and expenses (including attorneys’ fees) arising out of or resulting from the use, handling, manufacture, processing, alteration, distribution, sale or marketing of the Goods, or any other action or inaction with regard to the Goods, in each case after the delivery thereof to Buyer; provided however, that Buyer shall not be liable to IKO for damages directly caused by the sole negligence of IKO or by IKO’s breach of IKO’s applicable written limited or other warranty set forth at www.iko.com/na/residential/building-professional/usa-warranties or provided upon request.
13. EXPORT CONTROL REGULATIONS. All Goods sold by IKO are subject to the export control laws of the United States of America, and Buyer agrees not to divert or resell the Goods contrary to such laws. If any license or consent of any government or other authority is required for the acquisition, carriage or use of product by Buyer, Buyer will obtain the same at its expense and provide evidence of the same to IKO on request. Failure to do so will entitle IKO to withhold or delay shipment, but failure to do so will not entitle Buyer to withhold or delay payment of the price therefor. Any expenses or charges incurred by IKO resulting from such failure will be paid for by Buyer within ten (10) days of receipt of IKO’s written request.
14. GOVERNING LAW; SEVERABILITY. These Terms and Conditions of Sale shall be governed by the laws of the State of Delaware, without reference to the choice of law, conflicts of law, or principles of any other state or country which might otherwise be applied. If any provision of these Terms and Conditions of Sale is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and the parties shall use their best efforts to substitute a valid, legal and enforceable provision, which, insofar as practical, implements the purpose of these Terms and Conditions of Sale. Without limiting the generality of the foregoing, some states may not allow an exclusion of certain implied warranties or conditions or limitation of certain incidental, consequential or other damages. In such event, Sections 7 and 8 shall be construed to the greatest extent permissible to implement the purpose of these Terms and Conditions of Sale.
15. MISCELLANEOUS. These Terms and Conditions of Sale shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties. Buyer shall not assign its rights or obligations under these Terms and Conditions of Sale without IKO’s prior written consent, which may be withheld for any reason in IKO’s sole discretion. Any assignment by Buyer except as permitted herein shall be null and void. Unless otherwise explicitly set forth in the applicable warranty, no warranty shall be assignable under any circumstances. No waiver of any provision of these Terms and Conditions of Sale by an authorized corporate officer of IKO will be valid unless the same is in writing and signed by such officer. IKO reserves the right to unilaterally modify or amend any portion of these Terms and Conditions of Sale at any time without prior notice effective immediately upon posting at the IKO website (www.iko.com/na). The current version of these Terms and Conditions of Sale and any modifications or amendments supersede all prior versions of these Terms and Conditions of Sale. The most current version of these Terms and Conditions of Sale may be found at the IKO website (www.iko.com/na/residential/building-professional/usa-terms-conditions-of-sale) and is also available upon request.

Notice regarding Legal Authority to Bind IKO

Only the authorized corporate officers of IKO Industries Ltd., IKO Industries, Inc., and one or more of any of their affiliated or related companies worldwide (hereinafter individually “IKO”) shall have the legal authority to bind IKO to any obligation and/or agreement whatsoever, save as may otherwise be expressly set out in IKO’s Terms and Conditions of Sale on IKO’s web site (www.iko.com/na). No legal contract or agreement, or modification or amendment to any legal contract or agreement, to which IKO is a party will be valid or binding upon IKO unless agreed to in a formal written document signed by an authorized corporate officer of IKO. Authorized corporate officers of IKO are only the C.E.O., President, Executive Vice-President, a Vice-President, C.F.O., the Treasurer, and the Corporate Secretary. An employee of IKO who is not an authorized officer of IKO has no actual, apparent, or implied authority to legally bind IKO in any manner whatsoever.

1. Terms of Use
   (A) Governing Terms. This website (collectively “IKO.com” or “Site”) is an interactive on-line service operated by IKO Industries Ltd., IKO Industries, Inc., and one or more of their affiliated or related companies worldwide (hereinafter “IKO”). These Terms of Use, along with any additional terms and conditions that are referenced herein or that are presented elsewhere on the Site or in these Legal Notices or in our Privacy Policy (collectively “Terms of Service”), set forth the terms and conditions that apply to your use of IKO.com. By using IKO.com, you agree to comply with all of the terms and conditions herein. If you do not agree to these Terms of Service, you should not access or use IKO.com.
   (B) Changes to Terms of Service. IKO may modify the Terms of Service, or any part hereof, or add or remove terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your use of IKO.com after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions.
   (C) Changes to the Site. IKO may change or discontinue any aspect, service, feature of the Site or product or service of IKO described herein at any time and without notice, including, but not limited to, content, hours of availability, and equipment needed for access or use.
   (D) Equipment. You are responsible for obtaining and maintaining all connectivity, computer software, hardware, and any other equipment needed for access to and use of this Site, and for all charges related to the same.
   (E) Image Limitations. IKO strives to accurately reproduce the screen images of the shingle swatches and house photos shown. However, due to manufacturing variances, the limitations of your monitor resolution and the variation in natural exterior lighting, actual colors may vary from the images you see. To ensure complete satisfaction, you should make final color selections from several full size shingles and view a sample of the product installed on a home.
2. Copyright Ownership
   (A) General. IKO.com contains copyrighted material, trademarks, and other proprietary information, including, but not limited to, text, documents, software, photos, video, graphics, music, and sound. The entire content of this Site is copyrighted as a collective work under United States and International copyright laws. IKO owns copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content on the Site, in whole or in part. You may download copyrighted material for your personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication, or commercial exploitation of material obtained from the Site will be permitted without the express, written permission of IKO. 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. You acknowledge that you do not acquire any ownership rights by accessing, copying, downloading, or otherwise using copyrighted material from this Site.
   (B) Approved Copyright Legend. Here is the appropriate copyright legend that should be used for any such materials obtained or referenced from this Site: Copyright © 2004-2010 IKO Industries Ltd., IKO Industries, Inc., and their affiliated and related entities. All rights reserved.
3. Trademarks
   IKO owns all right, title, and interest in its registered and unregistered trademarks, service marks, logos, and taglines used in connection with any of IKO’s products or services referenced on the Site or otherwise provided by IKO in the industry, including, but not limited to, the marks IKO, the IKO logo(s) and stylized marks, ARMOROOF, ROOFViewer®, ROOFPRO®, and the SETTING THE STANDARD tagline. Any other marks, logos, or company names appearing on the Site are the property of their respective owners.
4. Disclaimer of Warranty & Limitation of Liability
   (A) Information contained on this Site is intended for general information purposes only, is not intended to make any representations or legal statement, and is provided on an “as is” basis. While effort has been made to provide correct and clearly expressed information, errors may occur. Furthermore, any information contained on this Site is subject to change at any time and without notice.
   (B) IKO and any of its officers, directors, shareholders, employees, and agents hereby disclaim any responsibility or liability for any errors, omissions, or statements contained on this Site and assume no liability whatsoever for any action taken in reliance on the information contained on this Site, or for any special, direct, indirect, consequential, or incidental damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of this Site or of any information or content contained therein.
   (C) UNLESS GOODS SOLD BY IKO OR ANY OF ITS AFFILIATES ARE SUBJECT TO AN EXPRESS LIMITED WARRANTY OR OTHER WARRANTY PROVIDED BY IKO AS EXPLICITLY SET FORTH ON THE SITE (www.iko.com/na/warranties), THE GOODS ARE SOLD “AS IS, WITH ALL FAULTS,” WITHOUT RECOURSE, AND IKO DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY CONDITIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PRIVATE LABEL GOODS, GOODS DESCRIBED AS “SECONDS,” “ECONOMY,” “DAMAGED,” “OFF-GRADE,” AND OTHER SIMILAR DESIGNATIONS ARE DEEMED TO BE SOLD “AS IS, WITH ALL FAULTS.”
5. Links to Third Party Content or Websites
   In the event that there are any links or pointers to third party (not owned or operated by IKO) websites within this Site, such links are provided merely for convenience to you and do not constitute an endorsement of the products or services offered by the owner or operator of such third party websites. IKO and any of its officers, directors, shareholders, employees, and agents hereby disclaim any responsibility or liability for such third party websites and assume no responsibility or liability for any content, information, or statements made on such linked websites or by the owner or operator of such websites.
6. Entire Agreement
   These Terms of Service constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede any and all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms of Service are for the benefit of IKO and any of its affiliated companies or entities. These Terms of Service shall be construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

   These Terms of Service were last updated on 14 February 2017.