Use this to move the knee fore or aft. Shipment occurs usually by the tenth day after cleared payment AND the completed order has been received, unless there are other special order items, or the warehouse is out of stock, in which case we follow mail order policy from http://www.ftc.gov/bcp/edu/pubs/business/adv/bus02.shtm
THUS . . . THESE ARE THE TERMS AFFECTING THE SALE AND GRANT OF LICENSE TO USE - IF YOU BID ON OR PURCHASE THIS ITEM YOU WILL BE BOUND BY THESE TERMS BELOW FOR US TO COMPLY WITH LAW
1. NON-COMPETE COVENANT. For a period of six years after the effective date of this Agreement automatically renewing thereafter if not formally canceled by notice via certified mail at least thirty days prior to the date of this agreement anniversary, Licensee Party will not directly or indirectly engage in any business that competes with THIS SELLER. If canceled at any time, a six year period then runs from the date of that cancellation. This covenant non-compete covenant however shall never expire, and shall apply to the geographical area that includes the area covered by that of the Internet, which would be worldwide.
2. NON-SOLICITATION COVENANT. For a period of six years after, and renewing each successive period each thereafter, the effective date of this Agreement, Licensee Party will not directly or indirectly solicit business from, or attempt to vend, license or provide the same or similar products or services as are now provided to, any customer or client of THIS SELLER. Further, for a period of six years after the effective date of this Agreement. Licensee Party will not directly or indirectly solicit, induce or attempt to induce any employee of THIS SELLER to terminate his or her employment with THIS SELLER or any of it’s affiliates. This agreement is valid whether the initial sale commenced online or not and/or have been timely pay for as such. Licensee Party may not vend these or similar items online or through any other online sales service without prior authorization.
3. PAYMENT. THIS SELLER will ship to Licensee upon payment and completion of a properly completed order as set forth above.
4. CONFIDENTIALITY. Licensee will not at any time or in any manner, either direct1y or indirectly, use for the personal benefit of Licensee, or divulge, disclose, or communicate in any manner any information that is proprietary to THIS SELLER and Licensee will protect such information and that it as strictly confidential. The obligation of Licensee not to disclose confidential information shall continue for a period of six years after the effective date of this Agreement and as successively automatically renewed thereafter if not formally canceled 30 days prior to the anniversary date of this agreement. Licensee will return to THIS SELLER all records, notes, documentation and other items that were used , created, or controlled by Licensee in the performance of this agreement whether created and provided by THIS SELLER or not.
5. THE OWNER is THIS SELLER, The Recipient is a Licensee, of a proprietary product and design protected by design copyright and/or Patents and Patents Pending.. The Owner has requested that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties also further agree as follows.
6. CONFIDENTIAL INFORMATION. The term "Confidential information" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner.
a) "Information" includes without limitation:
a.1 Business records and plans
a.2 Customer lists and records
a.3 Trade secrets
a.4 Technical information
a.5 Products (and or pictures of them)
a.6 Product design information
a.7 Pricing structure
a. 10 And other proprietary information.
b. “Confidential information” does not include:
b. 1 Matters of public knowledge that result in disclosure by the Owner.
b.2 Information rightfully received by the Recipient from a third party without a duty of confidentiality;
b.3 Information independently developed by the Recipient;
b.4 Information disclosed by operation of law;
b.5 Information disclosed by the Recipient with the prior written consent of the Owner;
b.6 And any other information that both parties agree in writing is not confidential.
7. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:
a) No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.
b) No Copying/Modifying. The Recipient will not copy or modify any Confidential information without the prior written consent of the Owner.
c) Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes of aware of any possible unauthorized disclosure or use of the Confidential Information.
d) Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign and/or be under the same and similar nondisclosure agreement substantially the same as this Agreement at the request of the Owner.
8. UNAUTHORIZED DISCLOSURE OF INFORMATION INJUNCTION If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
9. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.
10. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
11. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION OR PRODUCTS BEYOND WHAT THE WARRANTY COVERS. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential information shall be solely at the risk of the Recipient.
12. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential information or related materials during the period of this Agreement.
13. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.
14. ATTORNEYS FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall he entitled to recover reasonable attorneys fees and costs.
15. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties either electronically under Public Law 106-229 and notice is made here and now. Notice of such agreement delivered by positive delivery email shall suffice under Public Law 106-229. This Agreement shall be construed under the laws of the State of California. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in frill force and effect at all times after the effective date of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written.
17. SEVERABILITY. The patties have attempted to limit the non-compete provision so that it applies only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
18. INJUNCTION. It is agreed that if Licensee Party violates the terms of this Agreement irreparable has and will occur, and money damages will be in sufficient to compensate THIS SELLER, Therefore, THIS SELLER or the agent thereof will be entitled to seek injunctive relief (i.e,. a court order that requires Licensee Party to comply with this Agreement) to enforce the terms of this Agreement.
19. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.
20. ENFORCEABILITY AND APPLICABILITY This Agreement is in force majure upon receipt of funds, delivery or shipping of the product, and this agreement may be modified by THIS SELLER upon service of any amendment upon the Licensee Party if not objected to within 5 days. If you purchase and seek reimbursement through an insurance carrier, we will then refund your purchase price AFTER payment is approved AND received from the carrier only. If the reimbursement effort is not successful and / or denied, then there is still no refund, but your warranty on new or rebuilt units will apply only submitted through US, per the manufacturer's normal warranty policies and your compliance to our instructions and demands of proof of proper set up.