TERMS & CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEB SITE. THIS WEB SITE IS FOR YOUR PERSONAL, NON-COMMERCIAL USE ONLY. YOUR USE OF THIS WEB SITE CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT USE THIS WEB SITE. ALL SALES ON THIS WEB SITE ARE FOR PERSONAL USE AND CONSUMPTION ONLY. TRAIN LIKE A FREAK APPAREL, LLC. (“Tapok”) RETAINS ALL RIGHTS IN ITS TRADEMARKS AND/OR TRADE DRESS INCLUDING WITHOUT LIMITATION ALL RIGHTS IN ITS BRAND Tapok (“Tapok”). UNAUTHORIZED RE-SALE OF ANY OF Tapok’S PRODUCTS IS STRICTLY PROHIBITED WITHOUT PRIOR WRITTEN AUTHORIZATION FROM Tapok.<br /><br />Products, Content and Specifications All features, content, specifications, products and prices of products and services described or depicted on this Web site, Tapok.myshopify.com (this “Web Site” or “Site”), are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. Train Like A Freak Apparel, LLC. (“Tapok,” “we” or “us”), operates and owns this Web Site, and makes all reasonable efforts to accurately display the attributes of products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services on this Web Site at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item purchased from this Web Site. By placing an order, you represent that the products ordered will be used only in a lawful manner.<br /><br />Discount Codes & Sale Items: <br /><br />All Sale items are available while Supplies Last.<br />All Tapok OUTLET SALES may not be combined with any discount codes, sales, or other promotional offers. All Tapok discount codes are not applicable in combination with any sale, promotional offer, or the purchase of a gift card, and are valid for one-time use only. All codes must be entered at check out to receive the specified discount.<br />Shipping Limitations. When an order is placed, it will be shipping to an address designated by the purchaser as long as that shipping address is compliant with the shipping restrictions contained on this Web Site. All purchases from this Web Site are made pursuant to a shipment contract. As a result, risk of loss and title for items purchased from this Web Site pass to you upon delivery of the items to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments.<br /><br />Accuracy of Information. We attempt to ensure that information on this Web Site is complete, accurate and current. Despite our efforts, the information on this Web Site may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or currentness of any information on this Web Site. For example, products included on this Web Site may be unavailable, may have different attributes than those listed, or may actually carry a different price than that stated on this Web Site. In addition, we may make changes in information about price and availability without notice. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice, to limit the order quantity on any product or service and/or to refuse service to any customer. We also may require verification of information prior to the acceptance and/or shipment of any order. Tapok will aggressively enforce its rights to the fullest extent of the law.<br /><br />Use of this Web Site. The viewing, printing or downloading of any content, graphic, form, or document from this Site grants you only a limited, non-exclusive license for use solely by you for your own personal, non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or offer for sale any information contained on, or obtained from, the Site. Illegal and/or unauthorized uses of the Site, including but not limited to collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited commercial email; using any information retrieval system, whether electronic or through other means, to reproduce any of the content of the Site other than for your personal use; and unauthorized framing or linking to the Site will be investigated and appropriate legal action will be taken, including civil, criminal, and injunctive redress.<br /><br />Intellectual Property. This Site and all of its contents including, but not limited to, articles, other text, photographs, illustrations, graphics, product names, designs, logos, and the collection, arrangement, and assembly of all content (collectively, “the Intellectual Property”) are protected by copyright, trademark, and other laws of the United States, as well as international conventions and the laws of other countries. The Intellectual Property is the exclusive property of Tapok. Tapok will aggressively enforce its rights to the fullest extent of the law.<br /><br />Equitable relief. You acknowledge that monetary damages may not be a sufficient remedy for the breach of this Agreement and that Tapok shall be entitled without waiving any other rights or remedies, to such injunctive or equitable relief, as may be deemed proper by a court of competent jurisdiction. You hereby agree that in the event of a breach or threatened breach of the Terms of this Agreement by you, it will not be necessary to prove monetary damages and irreparable harm will be presumed. You further agree to waive any bond requirement which may be imposed in order for Tapok to obtain any injunction against you. Tapok will aggressively enforce its rights to the fullest extent of the law.<br /><br />Trademarks. Certain trademarks, trade names, service marks and logos used or displayed on this Web Site are registered and unregistered trademarks, trade names and service marks of Tapok and its affiliates. Other trademarks, trade names and service marks used or displayed on this Web Site are the registered and unregistered trademarks, trade names and service marks of their respective owners. Nothing contained on this Web Site grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Tapok’s trademarks, trade names, service marks or logos displayed on this Web Site without the written permission of Tapok, or such other owner. The name Tapok or any of the Trademarks may not be used in any way including in any advertising or publicity pertaining to distribution of materials on the Site without the prior written consent of Tapok. Tapok prohibits use of its name or any Tapok logo and Trademarks as a “hot” link to any non-Tapok Site, unless establishment of such link is approved in advance by Tapok in writing. Your use of the Site does not provide you with ownership rights to any Intellectual Property viewed through the Site nor does it waive any of Tapok’s rights in such information and materials. Tapok will aggressively enforce its intellectual property rights to the fullest extent of the law.<br /><br />Linking to this Web Site. Creating or maintaining any link from another Web site to any page on this Web Site without our prior written permission is prohibited. Running or displaying this Web Site or any information or material displayed on this Web Site in frames or through similar means on another Web site without our prior written permission is prohibited. Any permitted links to this Web Site must comply will all applicable laws, rule and regulations. Tapok will aggressively enforce its rights to the fullest extent of the law.<br /><br />Third Party Links. From time to time, this Web Site may contain links to Web sites that are not owned, operated or controlled by Tapok or its respective affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave this Web Site. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other Web site. Neither we nor any of our respective affiliates endorse, guarantee, or make any representations or warranties regarding any other Web sites, or any content, materials or other information located or accessible from any other Web sites, or the results that you may obtain from using any other Web sites. If you decide to access any other Web sites linked to or from this Web Site, you do so entirely at your own risk. Tapok will aggressively enforce its rights to the fullest extent of the law.<br /><br />Inappropriate Material. You are prohibited from posting or transmitting any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of the related materials from this Web Site. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials. Tapok will aggressively enforce its rights to the fullest extent of the law.<br /><br />User Information. Other than personally identifiable information, which is subject to this Web Site’s Privacy Statement, any material, information, suggestions, ideas, concepts, know-how, techniques, questions, comments or other communication you transmit or post to this Web Site in any manner (“User Communications”) is and will be considered non-confidential and non-proprietary. We and our respective affiliates and our or their designees may use any or all User Communications for any purpose whatsoever, including, without limitation, reproduction, transmission, disclosure, publication, broadcast, development, manufacturing and/or marketing in any manner whatsoever for any or all commercial or non-commercial purposes. We may, but are not obligated to, monitor or review any User Communications. We will have no obligation to use, return, review, or respond to any User Communications. We will have no liability related to the content of any such User Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. We retain the right to remove any or all User Communications that includes any material we deem inappropriate or unacceptable. Tapok will aggressively enforce its rights to the fullest extent of the law.<br /><br />DISCLAIMERS. YOUR USE OF THIS SITE IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THIS WEB SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER Tapok NOR ANY OF THEIR RESPECTIVE AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THIS WEB SITE. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THIS WEB SITE MAY BE OUT OF DATE, AND NEITHER Tapok NOR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. ALL PRODUCTS AND SERVICES PURCHASED ON OR THROUGH THIS WEB SITE ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS AND SUPPLIERS, IF ANY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED OR PURCHASED ON OR THROUGH THIS WEB SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION. WE MAKE NO WARRANTIES TO THOSE DEFINED AS “CONSUMERS” IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENTS ACT. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.<br /><br />LIMITATIONS OF LIABILITY. Tapok assumes no responsibility, nor will it be liable, for any damages to, or any viruses that may infect, your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing this Web Site, or your downloading of any information or materials from this Web Site. IN NO EVENT WILL Tapok OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THIS WEB SITE, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS WEB SITE, ANY WEB SITES LINKED TO THIS WEB SITE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL SUCH WEB SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. IN THE EVENT OF ANY PROBLEM WITH THIS WEB SITE OR ANY CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THIS WEB SITE. IN THE EVENT OF ANY PROBLEM WITH THE PRODUCTS OR SERVICES THAT YOU HAVE PURCHASED ON OR THROUGH THIS WEB SITE, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS FROM THE MANUFACTURER OF SUCH PRODUCTS OR SUPPLIER OF SUCH SERVICES, IN ACCORDANCE WITH SUCH MANUFACTURER’S OR SUPPLIER’S WARRANTY, OR TO SEEK A RETURN AND REFUND FOR SUCH PRODUCT OR SERVICES IN ACCORDANCE WITH THE RETURNS AND REFUNDS POLICIES POSTED ON THIS WEB SITE.<br /><br />Revisions to these Terms and Conditions. These Terms and Conditions may be revised at any time and from time to time by updating this posting. You should visit this page from time to time to review the then current Terms and Conditions because they are binding on you. Certain provisions of these Terms and Conditions may be superseded by legal notices or terms located on particular pages of this Web Site.<br /><br />Choice of Law: Jurisdiction. These Terms and Conditions supersede any other agreement between you and Tapok to the extent necessary to resolve any inconsistency or ambiguity between them. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of laws. Any action seeking legal or equitable relief arising out of or relating to this Web Site will be brought only in the federal or state courts of the State of Florida. Any action seeking legal or equitable relief arising out of or relating to this Web Site which is brought in state court will be exclusive to the Circuit Courts in and for Palm Beach County, Florida. A printed version of these Terms and Conditions will be admissible in judicial and administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND Tapok HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING OR LITIGATION BROUGHT AGAINST THE OTHER WITH RESPECT TO THIS AGREEMENT OR THE WEB SITE. IN ADDITION, NEITHER YOU NOR Tapok SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER SITE USERS, OR LITIGATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.<br /><br />Termination. You or we may suspend or terminate your account or your use of this Web Site at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to termination. We reserve the right to change, suspend, or discontinue all or any aspect of this Web Site at any time without notice.<br /><br />Indemnity. You agree to indemnify and hold Tapok and our parents, affiliates (and their franchisees and licensees), and subsidiaries, officers, directors, employees, successors and assigns, harmless from any claim, loss or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of our Web Site, your connection to our Web Site, your violation of these Terms and Conditions, or your violation of any rights of another party. This indemnity survives termination of these Terms and Conditions.<br /><br />Domestic Use: Export Restriction. We control the Web Site from our offices within the United States of America. We make no representation that the Web Site or its content (including, without limitation, any products or services available on or through the Web Site) are appropriate or available for use in other locations. Users who access the Web Site from outside the United States of America do so on their own initiative and must bear all responsibility for compliance with local laws, if applicable. Further, the United States export control laws prohibit the export of certain technical data and software to certain territories. No content from the Web Site may be downloaded in violation of United States law.<br /><br />General. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision by us. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of our Terms and Conditions remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Web Site or our Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.<br /><br />Additional Assistance. If you do not understand any of the foregoing Terms and Conditions or if you have any questions or comments, we invite you to visit Tapok.myshopify.com.<br /><br /> <br /><br />PURCHASE ORDER TERMS & CONDITIONS<br />ALL PURCHASE ORDERS ISSUED BY Tapok. (“Tapok “) TO VENDOR(S) (“YOU,” “YOUR”) ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS (“T&Cs”). ACCEPTANCE OF THE OFFER(S) CONTAINED IN ANY PURCHASE ORDER ISSUED BY Tapok SHALL BE EXPRESSLY LIMITED TO THE TERMS OF SAID OFFER(S) AND THESE T&Cs.<br /><br />1. DESCRIPTION OF GOODS; TITLE; RISK OF LOSS. All goods purchased from You by Tapok (“Goods”) pursuant to a purchase order (“PO”) shall conform in every manner to the samples, specifications, and other descriptions provided to Tapok prior to said PO. You shall comply with Tapok ‘s quality assurance and fulfillment policies and procedures, and all Goods shall conform to Tapok ’s quality, packaging and shipment standards. Unless otherwise mutually agreed to in writing, title and risk of loss and damage to the Goods will pass to Tapok when the Goods are actually received by Tapok or its carrier.<br /><br />2. SHIPMENT AND SALE OF GOODS TO Tapok . Time is of the essence with regard to the shipment of Goods. Unless otherwise pre-approved in writing by Tapok , You will ship the Goods to Tapok not later than the shipping date set forth on the applicable PO. All shipments must be complete and require pre-authorization by Tapok ’s purchasing department (“Purchasing”). You will indicate Tapok ‘s PO number on all invoices, packages and other communications with Tapok . You will immediately notify Tapok if You are unable to ship all, or any portion, of the Goods by the ship date specified in the PO or as authorized in writing by Tapok .<br /><br />3. PAYMENT; SET OFF. The payment terms will be thirty (30) days net (unless otherwise specified on the PO), measured from the date that Tapok receives the applicable Goods and invoice therefor. Payment will be made in accordance with the PO, based on the actual receipt of Goods and invoice therefor. You will comply with all billing requirements reasonably designated by Tapok . You will immediately pay any debit balance owed to Tapok if Tapok demands payment. All of Your and Your affiliates’ monetary claims are subject to set off by Tapok and its affiliates for any claim or counterclaim of Tapok or its affiliates.<br /><br />4. RETURNS. Tapok shall have the right for any reason and at any time, in its sole discretion, to return all or any portion of any damaged, defective or non-conforming Goods to You as determined by Tapok in its reasonable discretion. The Parties acknowledge that defects in the Goods may be latent and not easily detectable. The Parties therefore agree that the passage of time shall not be deemed a waiver of Tapok ’s right to reject or revoke acceptance of the Goods or any portion thereof. Title and risk of loss to any Goods to be returned to You pursuant to this Paragraph will pass to You upon Tapok ‘s delivery of the Goods to a common carrier for return to You. You will pay all freight charges incidental to the return of any Goods returned under this Paragraph to Your place of business. You will fully and immediately refund to Tapok any and all payments made for Goods returned by Tapok to You under this Paragraph.<br /><br />5. REPRESENTATIONS AND WARRANTIES. You represent and warrant to Tapok that: (i) all information You provide to Tapok is and will be true and correct; (ii) title to Goods delivered to Tapok will be free of all liens, claims, debts, and rights of third parties; (iii) the Goods are and will be genuine and not adulterated, misbranded, or mislabeled (iv) the Goods will not infringe upon any “Intangible Rights” (as defined below) and You are the owner of, or are licensed to authorize Tapok to use, any and all Intangible Rights associated with the Goods; (v) You hereby grant to Tapok all right, title and interest to Tapok to use and/or sell the Goods, and will not sue or otherwise attempt to enjoin Tapok , its manufacturers or customers from using and/or selling the Goods by asserting patent rights which You currently own or subsequently obtain; (vi) the Goods (and all components of the Goods) will not be subject to any import quota, restriction, rule or regulation preventing the importation or sale of the Goods or any component thereof, and will not be subject to any duty, tariff or penalty (except as disclosed in writing to Tapok prior to issuance by Tapok of the PO); (vii) the Goods will be of consistent kind and quality, and free from all defects; (viii) the Goods will be safe and appropriate for the purpose for which goods of that kind are normally used; (ix) the Goods comply with and have been produced in compliance with all applicable federal, state and local laws, regulations, rules, guidelines, ordinances and standards (“Legal Requirements”) in all jurisdictions throughout the world where the Goods may be sold; (x) the genuine origin of the Goods will be stated on the Country of Origin Declaration, Invoice, Visa and other importation documents, and no shipment will be illegally transshipped from any other country; (xi) except as disclosed to Tapok in writing, the Goods sold pursuant to each PO (and similar Goods sold by You) have not been subject to any products liability claims; and (xii) for a period of at least one (1) year after the expiry date of manufacture, You shall keep true, accurate and complete records of manufacture, storage, shipment and sale of the Goods in such form as Tapok may now or in the future require and will maintain all permits, licenses, registrations and governmental authorizations and approvals as required by law in order for You to execute, deliver and perform Your obligations hereunder. Upon request by Tapok , You shall periodically furnish Tapok with such information regarding the manufacture, storage, shipment and sale of the Goods in a format which shall be established by Tapok . The term “Intangible Rights” means any United States or foreign patents or copyrights or any United States, foreign, state or common law trademark, trade dress, trade name, service mark, publicity or privacy right or similar property or other right. You represent, warrant, and agree that the Goods may be used and re-sold by Tapok and its affiliates worldwide without limitation or restriction. These representations and warranties are in addition to and without prejudice to all other warranties expressed or implied by law. Tapok has specifically relied upon all of Your representations and warranties contained in these T&Cs, and Tapok will continue such reliance in issuing each PO as if such representations and warranties were made on the date of issuance of each PO. All of Your representations and warranties, both express and implied, constitute conditions of sale, and will survive receipt, inspection, testing, acceptance, payment and use of the Goods.<br /><br />6. CONFIDENTIALITY. You will not advertise or publish the fact that Tapok has contracted to purchase Goods from You, and will not disclose any information relating to this Agreement or any PO to any third party. You will treat all information furnished by Tapok or obtained from Tapok ’s customers or affiliates as confidential and will not disclose any such information to any third party, or use such information for any purpose other than performing Your obligations under this Agreement. You will not issue any press or publicity release or statement relating to Tapok or any of its affiliates or operations, Your business with Tapok or any of its affiliates or operations, or this Agreement without the prior written approval of Tapok . You agree that any communication between counsel for You and Tapok , or between You or Tapok or any of their principals, employees, contractors or representatives, and counsel for You or Tapok is protected by all applicable privileges, including without limitation the attorney-client, work product and joint defense privileges. You will not waive any such privilege without the express written consent of Tapok .<br /><br />7. INDEMNITY. You shall assume full responsibility and will provide independent legal counsel reasonably acceptable to Tapok for the defense of any claims, threatened actions, filed actions, suits, investigations or proceedings (“Claims”) that may be brought against Tapok or its affiliates, officers, employees, agents or assignees by reason or as a result of or relating to: (a) any actual or alleged violation or breach by You of any of Your representations, warranties, covenants, or obligations set forth in this Agreement; (b) any actual or alleged infringement of any Intangible Rights or any actual or alleged unfair competition relating to the use, sale or promotion of the Goods; (c) any claim, representation or statement made in connection with advertising or promoting the sale of the Goods to the extent consistent with or substantially based on information or materials provided by You; (d) any actual or alleged death of or injury to any person, damage to any property, or any other damage or loss by whomsoever suffered, resulting or claimed to result in whole or in part from any actual or alleged defect in the Goods, whether latent or patent, or the failure of such Goods to comply with any express or implied warranties; and/or (e) any actual or alleged violation by the Goods or their manufacture, possession, use or sale, of any law, statute or ordinance or any governmental order, rule or regulation. You shall indemnify, defend and hold Tapok and its affiliates, officers, employees, agents and assignees harmless from and against any and all liabilities, injuries, damages, settlements, royalties, penalties, fines and other losses of every kind and nature whatsoever, including without limitation all attorney’s fees and other costs and expenses, incurred by or imposed upon them as a result of or in connection with any such Claims, or as a result of or in connection with any recalls of Goods, whether voluntary or involuntary, or any actions taken to comply with any laws, regulations, rules, guidelines, ordinances and standards governing the safety, labeling, advertising or invoicing of Goods. No settlement of any such Claims may be made without Tapok ‘s prior written consent to the terms of settlement. Tapok shall have the right to participate in the defense of any such Claim at its own expense.<br /><br />8. INSURANCE. You have and will keep in effect for five (5) years from the date the Goods are purchased by Tapok , full general/products liability insurance coverage in amounts reasonably specified by Tapok . All insurance must: (i) be maintained with an Insurance Company rated by A. M. Best as “A” or better; and (ii) name Tapok as Additional Insured. All of these Insurance Requirements must be demonstrated by submission of one or more Certificates of Insurance prior to the issuance of a PO, and no less frequently than annually thereafter upon the anniversary date of the applicable policy, throughout the duration set forth above. These Insurance Requirements may be satisfied through a combination of primary, umbrella, or excess liability insurance policies. Tapok may, at its sole discretion, change the coverage limits and/or types of coverage required at any time.<br /><br />9. REMEDIES. In the event of any actual or anticipated breach or default by You of any of Your representations, warranties, covenants, or obligations, Tapok may cancel any PO or any part thereof, reject and return all or any portion of the shipment of Goods delivered, reject and return all or any portion of any nonconforming Goods delivered, revoke acceptance of all or any portion of the Goods, or accept and retain all Goods. You shall pay all freight charges incidental to the return of Goods pursuant to this Paragraph, and shall fully and immediately refund to Tapok any payments made for Goods returned to You under this Paragraph. You shall also reimburse Tapok for all freight charges incurred by Tapok for the shipment to Tapok of the returned Goods. If You do not authorize the return of Goods to You pursuant to Paragraph 4 above or this Paragraph within ten (10) days after Tapok gives notice of its intent to return the Goods, Tapok may return such Goods without authorization. If You do not authorize the return of Goods within such ten (10) day period, or refuse to accept any returned Goods, You shall immediately pay to Tapok a refund of all monies paid by Tapok for such Goods and Tapok may dispose of such Goods in any manner and deduct from the proceeds thereof all losses, damages, claims, costs and expenses incurred by Tapok in connection with such Goods. In addition, Tapok retains its right to pursue all other remedies available to it under the law or in equity.<br /><br />10. GOVERNING LAW; JURISDICTION. This Agreement and the legal relationship between You and Tapok will be governed by Florida law, without regard to conflicts of law principles. Any legal action or proceeding with respect to this Agreement may be brought only in the courts of the State of Florida, Palm Beach County, or of the United States of America for the Southern District of Florida, and You accept the jurisdiction of such courts. You irrevocably waive any objection, including without limitation any objection to the laying of venue or based on the grounds of forum non conveniens, which You may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.<br /><br />11. ENTIRE AGREEMENT; AMENDMENT; MISCELLANEOUS. These T&Cs, the PO(s), and any other documents referred to herein or in the PO(s) constitute the entire agreement (collectively, the “Agreement”) between You and Tapok . The Agreement will be effective for all POs issued by Tapok , and You accept and agree to be bound by the Agreement by shipping Goods against or otherwise accepting a PO issued by Tapok following delivery of these T&Cs to You. The Agreement may not be modified or otherwise altered except by a written instrument signed by a duly authorized representative of Tapok and You. Each shipment ordered by Tapok will be deemed to be only upon the terms and conditions contained in the Agreement, notwithstanding any terms and conditions set forth by You in any acknowledgment, invoice or other document or transmission, and notwithstanding Tapok ‘s act of receiving, accepting or paying for any shipment or other act of Tapok . No waiver by Tapok of any term or condition contained in the Agreement will constitute a waiver of any other term or condition of the Agreement, or a waiver of the same or any other term or condition with regard to subsequent events or circumstances. Tapok has the right to assign the Agreement, or all or any portion(s) of its rights and/or obligations thereunder, including, without limitation, the right to purchase, receive, market and sell the Goods, to any company directly or indirectly controlling, controlled by, or under common control with Tapok , and this Agreement shall inure to the benefit of any such assigns. You may not assign any rights, obligations, and/or or claims under the Agreement without Tapok ‘s prior written consent, and any attempted assignment without consent will be void. If any provision of the Agreement is declared invalid or otherwise determined to be unenforceable for any reason, such provision will be deemed to be severed from the remaining provisions, which will otherwise remain in full force and effect. These T&Cs and any PO may be delivered by facsimile transmission or by electronic data transmission (“EDI”). In such event, either party may use the facsimile (or any photocopy thereof) or a printed copy of the EDI file in any legal action or proceeding as if such facsimile (or photocopy thereof) or copy of the EDI file were the original instrument.