These TERMS OF USE ("TOU") is a legal agreement between you (either as an individual or any other legal entity) ("You" or "Your") and Whitefeld LLC. ("Whitefeld"). Your access to, and use of, the Whitefeld website for which You are registering ("Website") is subject to, and governed by, these TOU. If You are an individual, You represent and warrant to Whitefeld that You are accessing the Website as a representative of Your company. Whitefeld may amend the TOU by providing notice to you when you access the Website and You may be required to agree to such amended TOU as a condition to Your continued use of the Website.

Be sure to carefully read and understand all of the rights and restrictions delineated in these TOU. You are asked to review and either accept or reject the terms and conditions of the TOU. For Your reference, You may print the TOU by using the "Print" option on Your browser. Your registration will be rejected unless or until You accept the terms of the TOU. Your click of the "ACCEPT" button below is a symbol of Your signature that You accept the terms of these TOU.
1.1 The TOU will remain in effect until one party terminates the TOU, with or without cause and without liability, except as otherwise provided herein, (i) for Whitefeld immediately upon notice to You, and (ii) by You upon five days written notice.
1.2 All terms and conditions of Your orders and any sales made pursuant to accepted orders will be governed exclusively by separate contracts between You and the applicable Whitefeld affiliate or authorized distributor.
2.1 You are responsible for the security of Your login ID and password ("Identifications") for the Website. You agree that any person using Your Identification issued for the Website will be treated by Whitefeld as having been authorized by You to access Your information as contained on the Website, and take any other actions on Your behalf. You will indemnify and hold harmless Whitefeld and its affiliated companies from all damages, costs, expenses, liabilities and claims incurred by them arising out of any action taken by any person or entity using an Identification.

3. Access Whitefeld has the right, but not the duty, to terminate or suspend Your access to the Website, without notice, for any conduct that Whitefeld, in its sole discretion, believes is in violation of any applicable law or is harmful to the interests of another user, a third-party provider, a service provider or Whitefeld. It is forbidden to access the Website from territories where the legislation provides that the content or use of the Website is illegal. You choose to use the Website on Your own initiative, and it is Your responsibility to ensure that You conform to all applicable local laws.

4. Copyright Whitefeld, its suppliers or the original creator of the material own all copyrights to material on the Website and all other intellectual property rights related to the Website.

5.1 Whitefeld and the Whitefeld logo are trademarks or service marks, registered or not, of Whitefeld. Nothing in this Site may be interpreted so as to grant to You, directly or indirectly, the use of a trademark or service mark reproduced on the Website, whether belonging to Whitefeld or third party suppliers, without the written permission of Whitefeld.
6.1 Whitefeld considers Your Identifications and information contained in non-public areas of the Website (i.e., areas of the Website accessible only with use of Your Identification) and not otherwise generally available to the public to be confidential and proprietary ("Confidential Information"). You agree that such Confidential Information, whether written or oral, in whatever form provided, will remain the property of Whitefeld.
6.2 You agree to restrict disclosure of such Confidential Information to employees, contractors and other representatives of Your company with a clear need to know and to advise such employees, contractors and other representatives of the existence and terms of the TOU and the obligations of confidentiality herein.
6.3 During the term of the TOU, Whitefeld may receive from You, or may itself generate (based upon other information received from You), information and data related to Your projects ("Projects"). Such information may include technical information, preliminary product and service descriptions, specifications and business plans or other confidential data. You hereby consent to Whitefeld collecting, holding, using, communicating and/or disclosing such Project information on the Website and to make available such Project information to all Authorized Users.

7. Links THE LINKS ON THE WEBSITE WILL LET YOU LEAVE WHITEFELD'S SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF WHITEFELD AND WHITEFELD IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. WHITEFELD IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. WHITEFELD IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY WHITEFELD OF THE SITE.

8. Product Availability The availability of the products described on the Website, and the product descriptions, may vary from country to country. You should consult the applicable Whitefeld affiliate or authorized distributor for availability of specific products in Your area.

9. Export of Information The United States Export Controls laws prohibit the export of certain technical data and software to certain territories. No content from the Website may be downloaded or otherwise exported in violation of United States law or any other local law from where You may be accessing the Website. You agree to comply with all United States and foreign Federal, State and local laws and regulations applicable to the use of the Website.

10. Limitation of Liability WHITEFELD, ITS RELATED COMPANIES, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS MAY NOT, UNDER ANY CIRCUMSTANCES BE HELD LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE (OR THE INABILITY TO USE) THE WEBSITE OR ANY MATERIAL ON THE WEBSITE. THIS INCLUDES, BUT IS NOT LIMITED TO, THE LOSS OF DATA OR LOSS OF PROFIT, EVEN IF WHITEFELD WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Assignment The TOU may not be assigned or transferred by You without the prior written consent of Whitefeld. Whitefeld may assign the TOU to any affiliate or third party in part or in whole.

12. Notices All notices under these TOU will be given only in writing to Whitefeld at support@whitefeld.com and to You at the addresses you provided when registering for the Website. Each party may change its notification address, by giving reasonable written notice of the change to the other party in accordance with these provisions.

13.1 Any controversy or claim arising out of or in connection with the TOU, its enforcement or interpretation ("Dispute"), will be finally resolved solely in accordance with the terms of this Section 13.
13.2 If a Dispute arises, the parties will endeavor to resolve the Dispute through good faith negotiation within forty-five (45) days of notification of the Dispute. If the Dispute cannot be settled through good faith negotiation, it shall be settled by arbitration before a single arbitrator located in Denver, Colorado in accordance with the Uniform Arbitration Act of 1975, Section 13-22-201 et seq., C.R.S., as amended, except insofar as this Agreement expressly and specifically provides to the contrary. If the parties fail to agree upon an arbitrator, then each shall select an arbitrator located in Denver, Colorado, and the two arbitrators selected by the parties shall select a third arbitrator located in Denver, Colorado, and the third arbitrator shall arbitrate the controversy or claim. The results of the arbitration shall be final and binding, and not subject to appeal, and judgment upon the award rendered by the arbitrator may be entered in and enforced by any court having competent jurisdiction. The arbitrator shall be required to state in writing the award and the findings of fact upon which the award was based. Notwithstanding the foregoing, Whitefeld shall be entitled to take immediate legal action where required to protect its Confidential Information, or to obtain any interim injunction.
13.3 Actions on Disputes between the parties with respect to the TOU must be brought in accordance with this Section 13 within two years after the cause of action arises.

14. Governing Law The validity, construction and performance of this Agreement will be governed by the substantive laws of the State of Colorado, without giving effect to any provisions that would result in this Agreement being governed by the law of any jurisdiction other than that of the State of Colorado. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. The parties hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Denver, Colorado for the purposes of adjudicating any matter arising from or in connection with this Agreement. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT AND/OR THE CONFIDENTIAL INFORMATION.

15.1 You and Whitefeld agree that they shall comply in all respects with all applicable data protection laws and regulations (or any legislation or regulations amending or replacing the same) (together, the "Data Protection Laws").
15.2 You shall in connection with these TOU (i) not do or permit anything to be done through an act or omission which might jeopardize or contravene Whitefeld's liability under Data Protection Laws; and (ii) enter into such agreements as Whitefeld shall reasonably require in relation to the cross border migration of personal data.
15.3 You shall indemnify and keep Whitefeld fully indemnified against any and all liability, loss, damage, costs (including legal costs) and expenses which Whitefeld, or any Whitefeld affiliate may incur or suffer whether direct or consequential (including without limitation any economic loss or other loss of profits, business or goodwill) as a result of any breach of Section 15.2.
15.4 WHEN YOU SUBMIT PERSONAL DATA TO WHITEFELD ON THE WEBSITE OR WHEN REGISTERING FOR THE WEBSITE, WHITEFELD MAY TRANSFER AND/OR RETAIN THE PERSONAL DATA YOU SUBMITTED TO A COUNTRY OUTSIDE THE COUNTRY IN WHICH YOU ARE LOCATED OR FROM WHERE SUCH PERSONAL DATA WAS COLLECTED, WHICH MAY NOT HAVE THE SAME OR EQUIVALENT DATA PRIVACY PROTECTIONS. IF YOU DO NOT APPROVE OF SUCH TRANSFER AND/OR RETENTION, DO NOT SUBMIT PERSONAL DATA TO WHITEFELD.
15.5 BY AGREEING TO THESE TOU, YOU ARE AGREEING THAT WHITEFELD MAY SHARE YOUR PERSONAL DATA AND OTHER INFORMATION (WITH THE EXCEPTION OF ACCOUNT, CREDIT CARD AND ORDERING INFORMATION) WITH THIRD PARTIES IN CASES WHERE WHITEFELD BELIEVES YOUR BUSINESS INTERESTS WILL BE SERVED. IF YOU DO NOT APPROVE OF WHITEFELD SHARING YOUR PERSONAL DATA AND OTHER INFORMATION IN SUCH A FASHION, DO NOT AGREE TO THESE TOU.

16. Accuracy WHILE WHITEFELD ATTEMPTS TO PROVIDE ACCURATE INFORMATION ON THE WEB SITE, IT ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION. WHITEFELD MAY CHANGE THE INFORMATION ON THE WEB SITE, OR THE PRODUCTS MENTIONED, AT ANY TIME WITHOUT NOTICE. MATERIAL ON THE WEB SITE AND THE WEB SITE ITSELF IS PROVIDED "AS IS" AND WHITEFELD DOES NOT PROVIDE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WHITEFELD SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE WEB SITE OR ANY CONTENT ON THE WEB SITE.

This constitutes the entire agreement between the parties with respect to the Website and its use, supersedes all prior agreements, proposals, communications between the parties and understandings, whether written or oral.