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MYT Operation Guide
TERMS & CONDITIONS
1. These terms govern the sale of goods between MYT WORKS Inc. (“MYT WORKS”) and the Buyer (“Buyer”). This document acknowledges receipt of the Buyer’s order by MYT WORKS , and confirms the sale of product evidenced by the invoice as expressly conditioned on the Buyer’s acceptance of the terms and conditions set forth herein.
2. PRICES - All published prices are subject to change without notice. Written quotations shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner. Verbal quotations are provided for budgetary guidance only. Unless otherwise specifically stated, prices are in U.S. Dollars.
3. TERMS OF PAYMENT -
3a. Method of Payment - Credit card payment via VISA or MASTERCARD is provided as a convenience with valid credit card authorizations. Please contact the MYT WORKS for Remit To information when transferring bank-to-bank payments. Payments are also acceptable via PayPal. All orders are payable in U.S. dollars (USD).
3b. Standard Payment Terms – All orders must be paid in full prior to shipment via wire transfer, cash equivalent (such as money order, cashier’s check, or personal check drawn from a United States bank), or credit card. MYT WORKS has the right to refuse any order, even after accepting payment or partial payment for such order. MYT WORKS will credit/refund any such payment made by the Buyer, if MYT WORKS rejects the order.
3c. Balance Payments – Buyer must pay the full remaining balance of the invoice before order will be processed for shipment. Balance payments may be remitted via credit card payments, wire transfer or cash equivalent (such as money order, cashier’s check, or personal check drawn from a United States bank). No more than three separate credit cards may be used per payment. MYT WORKS reserves the right to reject any order. MYT WORKS will credit or refund any payments made if MYT WORKS rejects the order.
3d. Leasing– MYT WORKS does not offer any leasing options for MYT WORKS product. MYT WORKS does not affiliate, authorize, or support any entities offering leasing options for MYT WORKS product. MYT WORKS assumes no liability for services or product offered by unauthorized third-party entities offering MYT WORKS product or services.
4. DELIVERY AND ACCEPTANCE - All product shipments shall be made “ex works” (Incoterms 2000) from the MYT WORKS facility in Brooklyn, New York, at which time title and risk of loss shall pass to the Buyer. Buyer shall be the importer of record for all purchased products, if applicable. Licensing requirements for importation to non-U.S. countries is the sole obligation of the Buyer. In the absence of specific shipping instructions from the Buyer, MYT WORKS will ship by the method it deems, in its sole discretion, most advantageous. Transportation charges will be collected prior to shipment. Unless otherwise indicated, Buyer is obligated to obtain insurance against damage to the product being shipped. Unless otherwise specified, products will be shipped in standard commercial packaging. When special packaging or export instructions are requested by the Buyer, any additional costs will be the responsibility of the Buyer. MYT WORKS reserves the right to reject certain shipping or packing methods.
MYT WORKS shall use reasonable efforts to notify Buyer of any anticipated delays in delivery. MYT WORKS will not be liable for any loss, damages or penalty resulting from delay in delivery.
Acceptance of the product by the Buyer shall occur no later than fifteen (15) days after shipment. Product not rejected during this fifteen-day period shall be deemed accepted, and all returns shall be handled in accordance with Section 7 (Returns). Product cannot be rejected by Buyer based on criteria that were unknown to MYT WORKS or based on test procedures that MYT WORKS does not conduct.
5. RESTRICTIONS ON USE - Buyer will not cause or permit the modification or reverse engineering of file formats, tools, or image processing of MYT WORKS products without express written consent from MYT WORKS. Buyer will not develop tools from MYT WORKS products or use non-MYT WORKS approved tools, products, or software with MYT WORKS products without express written consent from MYT WORKS. Buyer will not cause or permit any reverse engineering of MYT WORKS products.
6. WARRANTY – MYT WORKS warrants all products will be of good quality and workmanship and free from material defects. Upon the expiration of the time periods identified below, all liabilities of MYT WORKS will terminate. In no event shall MYT WORKS be liable for consequential damages. MYT WORKS may use refurbished parts for repairs or replacements.
6a. Standard Warranty – A Standard Warranty is granted to the original purchaser by MYT WORKS for a period of one (1) year, parts and labor. The Standard Warranty covers parts and labor charges for products that have been returned pre-paid shipment to an Authorized Service Center. All warranty returns shall be done in accordance with MYT WORKS ’s warranty Return Merchandise Authorization (“RMA”) policy. Any repair MYT WORKS or replaced product shall be warranted as set forth in this section for a period the greater of (i) the balance of the applicable warranty period relating to such product or (ii) ninety (90) days after it is received by Buyer. Only the components that were repaired MYT WORKS or replaced will be eligible for the 90-day period as set forth above.
A Standard Warranty effective date is the date of “ex works” shipment from MYT WORKS or when Buyer picks up product at designated MYT WORKS shipping facility.
MYT WORKS ’s warranty does not include products that have defects or failures resulting from; (a) alterations, modifications or repairs by Buyer or unauthorized third parties or (b) accident, disaster, neglect, abuse, misuse, improper handling or storage by the Buyer. This includes, but is not limited to: water damage, mold in the lenses from improper storage, droppage, modification to the device, or third party accessories etc. Any parts replaced by MYT WORKS during warranty repair are the property of MYT WORKS and will not be returned to Buyer.
EXCEPT AS SPECIFICALLY SET FORTH ABOVE, MYT WORKS AND ITS LICENSORS MAKES NO WARRANTIES, CONDITIONS, REPRESENTATION OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO THE MYT WORKS PRODUCT OR ANY COMPONENT THEREOF, INCLUDING BUT NOT LIMTED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. MYT WORKS AND ITS LICENSORS DOES NOT WARRANT THE PERFORMANCE OR RESULT OF THE MYT WORKS PRODUCT.
6b. Third-Party Warranty – MYT WORKS does not honor warranty agreements extended by third parties. Only warranty agreements granted by MYT WORKS will be honored by MYT WORKS.
THE SOLE REMEDY UNDER THIS WARRANTY SHALL BE THE REPAIR, REPLACEMENT, OR CMYT WORKS IT FOR DEFECTIVE PARTS AS STATED ABOVE. THIS WARRANTY IS THE SOLE WARRANTY GIVEN BY MYT WORKS AND IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED. THIS WARRANTY EXTENDS TO THE BUYER AND IS NON-TRANSFERABLE TO OTHER THIRD PARTIES.
“Customer” is defined as an entity who obtained MYT WORKS product by other means than directly from MYT WORKS. Product re-certification is only available to a Customer and is limited to a one re-certification per Customer upon a change of ownership. As part of the process, MYT WORKS will register the Product to the new Customer.
A MYT WORKS Re-Certified Product Warranty is valid for a period of ninety (90) days for the camera and camera accessories after the warranty is accepted by the Customer. MYT WORKS Re-Certified Product Warranty is not available for Digital Media and Batteries.
6c. Non-Warranty Repair - Product that no longer qualifies for Warranty Repair may be sent to an Authorized MYT WORKS Service Center for an evaluation fee of $100. MYT WORKS will provide a quotation for the repair of the product. The Customer is responsible for all costs associated with such refurbishment, such as troubleshooting, diagnosis, repair, test, calibration, and shipping costs. The evaluation fee will be applied to the cost of the refurbishment if the cost of the refurbishment is greater than the evaluation fee. Any repaired or replaced product shall be warranted for ninety (90) days after it is received by Buyer. Only the components that were repaired or replaced will be eligible for the 90-day period. Any parts replaced by MYT WORKS during non-warranty repair are the property of MYT WORKS and will not be returned to Buyer. MYT WORKS may use refurbished parts for non-warranty repair.
7. RETURNS – Buyers must obtain a Return Merchandise Authorization (“RMA”) prior to the return of any product. MYT WORKS products may only be returned for refund within ten (10) days of original delivery by MYT WORKS at shipping address specified by Buyer and pass MYT WORKS Inbound Quality Control (“IQC”). Accessories may be returned for refund within ten (10) days of original delivery by MYT WORKS at shipping address specified by Buyer and pass MYT WORKS IQC.
7a. Factory Seal - If the factory seal on the product has been broken, a return will not be accepted, unless MYT WORKS gives specific approval for such a return after evaluation (subject to $100 evaluation fee) and the returned product is subject to a 30% restocking fee. All equipment must be shipped in as new condition and in the original shipping materials. Refunds are subject to an evaluation of the merchandise upon receipt at MYT WORKS as defined above, in addition to other tests to ascertain condition of returned goods. A refund less the restocking fee will be provided within thirty (30) days of completion of evaluation of goods at MYT WORKS.
7b. Shipping - Buyer is responsible for shipping costs to return product to MYT WORKS. For Buyer’s protection, MYT WORKS recommends that the Buyer uses a traceable and insurable form of mail for shipment.
7c. Buyer has ten (10) days from the date the RMA is issued to deliver the product to MYT WORKS. All product not delivered ten (10) days after the RMA was issued will not be considered eligible as a return for credit and MYT WORKS will return product to Buyer and Buyer will assume all shipping costs.
7d. Export and Re-Export Restrictions and Regulations - Buyer agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with Buyer’s use of MYT WORKS products and services. Buyer agrees to not violate any local, state, federal or foreign laws. Buyer agrees not to transfer or authorize the transfer of any materials to a prohibited country in violation of any laws. In particular, but without limitation, the materials may not, in violation of any laws, be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders or U.S. Department of Commerce Entity List of proliferation concern, or the U.S. State Department Debarred Parties List. By using any materials subject to any such restrictions and regulations, Buyer represents and warrants that Buyer is not located in, under the control of, or a national or resident of any such country or on any such list.
8. LIMITATION OF LIABILITY – IN NO EVENT SHALL MYT WORKS OR ITS LICENSORS BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS (HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY), EVEN IF MYT WORKS OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MYT WORKS ’S OR ITS LICENSORS’ LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO MYT WORKS FOR SUCH PRODUCT. NOT WITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT SHALL MYT WORKS ’S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO MYT WORKS FOR PRODUCT IN THE LAST TWELVE (12) MONTHS. IN NO EVENT WILL MYT WORKS OR ITS LICENSORS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER. IN NO EVENT SHALL MYT WORKS OR ITS LICENSORS BE LIABLE FOR DAMAGES ARISING OUT OF ANY LATE DELIVERY. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMAGES ARISE OUT OF OR RELATED TO THIS AGREEMENT.
9. INDEMNIFICATION – Buyer shall indemnify, defend, and hold MYT WORKS and MYT WORKS ’s officers, agents other representatives and licensors harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused Buyer’s misuse of the product or by the negligent or willful acts or omissions by the Buyer, or (ii) based on any breach of this agreement by Buyer.
10. PROPRIETARY INFORMATION – MYT WORKS retains for itself and its licensors all proprietary rights, including without limitation all patent, trademark, trade secret, copyright and other intellectual property rights in and to all MYT WORKS designs, manufacturing processes, engineering details, and other data pertaining to any product sold except where the rights have been assigned pursuant to a written agreement with a corporate officer of MYT WORKS. The products are offered for sale and sold by MYT WORKS on the condition that such sale does not convey any right, express or implied, stated or otherwise, under any intellectual property or manufacturing process. MYT WORKS and its licensors expressly reserve all intellectual property rights in the product.
11. NON-WAIVER – Failure of MYT WORKS to insist upon strict performance of any terms and conditions herein shall not be deemed a waiver of any subsequent default of terms and conditions thereof.
12. LAW GOVERNING AND EXCLUSIVE JURISDICTION – This Agreement is to be interpreted in accordance with the laws of the State of New York, United States of America. The sale of any MYT WORKS product to Buyer is coincided to have taken place in New York, New York and shall be governed by this Agreement. This Agreement will not be governed by the conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Exclusive jurisdiction for any dispute arising from the terms and conditions of this Agreement shall be New York, New York and both Buyer and MYT WORKS waive all rights to have a dispute brought elsewhere.
13. SEVERABILITY - If any of the terms and conditions of this Agreement are held to be invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted.
14. COMPLETE AGREEMENT – The terms and conditions set forth herein comprise the entire agreement between MYT WORKS and the Buyer.
2. PRICES - All published prices are subject to change without notice. Written quotations shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner. Verbal quotations are provided for budgetary guidance only. Unless otherwise specifically stated, prices are in U.S. Dollars.
3. TERMS OF PAYMENT -
3a. Method of Payment - Credit card payment via VISA or MASTERCARD is provided as a convenience with valid credit card authorizations. Please contact the MYT WORKS for Remit To information when transferring bank-to-bank payments. Payments are also acceptable via PayPal. All orders are payable in U.S. dollars (USD).
3b. Standard Payment Terms – All orders must be paid in full prior to shipment via wire transfer, cash equivalent (such as money order, cashier’s check, or personal check drawn from a United States bank), or credit card. MYT WORKS has the right to refuse any order, even after accepting payment or partial payment for such order. MYT WORKS will credit/refund any such payment made by the Buyer, if MYT WORKS rejects the order.
3c. Balance Payments – Buyer must pay the full remaining balance of the invoice before order will be processed for shipment. Balance payments may be remitted via credit card payments, wire transfer or cash equivalent (such as money order, cashier’s check, or personal check drawn from a United States bank). No more than three separate credit cards may be used per payment. MYT WORKS reserves the right to reject any order. MYT WORKS will credit or refund any payments made if MYT WORKS rejects the order.
3d. Leasing– MYT WORKS does not offer any leasing options for MYT WORKS product. MYT WORKS does not affiliate, authorize, or support any entities offering leasing options for MYT WORKS product. MYT WORKS assumes no liability for services or product offered by unauthorized third-party entities offering MYT WORKS product or services.
4. DELIVERY AND ACCEPTANCE - All product shipments shall be made “ex works” (Incoterms 2000) from the MYT WORKS facility in Brooklyn, New York, at which time title and risk of loss shall pass to the Buyer. Buyer shall be the importer of record for all purchased products, if applicable. Licensing requirements for importation to non-U.S. countries is the sole obligation of the Buyer. In the absence of specific shipping instructions from the Buyer, MYT WORKS will ship by the method it deems, in its sole discretion, most advantageous. Transportation charges will be collected prior to shipment. Unless otherwise indicated, Buyer is obligated to obtain insurance against damage to the product being shipped. Unless otherwise specified, products will be shipped in standard commercial packaging. When special packaging or export instructions are requested by the Buyer, any additional costs will be the responsibility of the Buyer. MYT WORKS reserves the right to reject certain shipping or packing methods.
MYT WORKS shall use reasonable efforts to notify Buyer of any anticipated delays in delivery. MYT WORKS will not be liable for any loss, damages or penalty resulting from delay in delivery.
Acceptance of the product by the Buyer shall occur no later than fifteen (15) days after shipment. Product not rejected during this fifteen-day period shall be deemed accepted, and all returns shall be handled in accordance with Section 7 (Returns). Product cannot be rejected by Buyer based on criteria that were unknown to MYT WORKS or based on test procedures that MYT WORKS does not conduct.
5. RESTRICTIONS ON USE - Buyer will not cause or permit the modification or reverse engineering of file formats, tools, or image processing of MYT WORKS products without express written consent from MYT WORKS. Buyer will not develop tools from MYT WORKS products or use non-MYT WORKS approved tools, products, or software with MYT WORKS products without express written consent from MYT WORKS. Buyer will not cause or permit any reverse engineering of MYT WORKS products.
6. WARRANTY – MYT WORKS warrants all products will be of good quality and workmanship and free from material defects. Upon the expiration of the time periods identified below, all liabilities of MYT WORKS will terminate. In no event shall MYT WORKS be liable for consequential damages. MYT WORKS may use refurbished parts for repairs or replacements.
6a. Standard Warranty – A Standard Warranty is granted to the original purchaser by MYT WORKS for a period of one (1) year, parts and labor. The Standard Warranty covers parts and labor charges for products that have been returned pre-paid shipment to an Authorized Service Center. All warranty returns shall be done in accordance with MYT WORKS ’s warranty Return Merchandise Authorization (“RMA”) policy. Any repair MYT WORKS or replaced product shall be warranted as set forth in this section for a period the greater of (i) the balance of the applicable warranty period relating to such product or (ii) ninety (90) days after it is received by Buyer. Only the components that were repaired MYT WORKS or replaced will be eligible for the 90-day period as set forth above.
A Standard Warranty effective date is the date of “ex works” shipment from MYT WORKS or when Buyer picks up product at designated MYT WORKS shipping facility.
MYT WORKS ’s warranty does not include products that have defects or failures resulting from; (a) alterations, modifications or repairs by Buyer or unauthorized third parties or (b) accident, disaster, neglect, abuse, misuse, improper handling or storage by the Buyer. This includes, but is not limited to: water damage, mold in the lenses from improper storage, droppage, modification to the device, or third party accessories etc. Any parts replaced by MYT WORKS during warranty repair are the property of MYT WORKS and will not be returned to Buyer.
EXCEPT AS SPECIFICALLY SET FORTH ABOVE, MYT WORKS AND ITS LICENSORS MAKES NO WARRANTIES, CONDITIONS, REPRESENTATION OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO THE MYT WORKS PRODUCT OR ANY COMPONENT THEREOF, INCLUDING BUT NOT LIMTED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. MYT WORKS AND ITS LICENSORS DOES NOT WARRANT THE PERFORMANCE OR RESULT OF THE MYT WORKS PRODUCT.
6b. Third-Party Warranty – MYT WORKS does not honor warranty agreements extended by third parties. Only warranty agreements granted by MYT WORKS will be honored by MYT WORKS.
THE SOLE REMEDY UNDER THIS WARRANTY SHALL BE THE REPAIR, REPLACEMENT, OR CMYT WORKS IT FOR DEFECTIVE PARTS AS STATED ABOVE. THIS WARRANTY IS THE SOLE WARRANTY GIVEN BY MYT WORKS AND IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED. THIS WARRANTY EXTENDS TO THE BUYER AND IS NON-TRANSFERABLE TO OTHER THIRD PARTIES.
“Customer” is defined as an entity who obtained MYT WORKS product by other means than directly from MYT WORKS. Product re-certification is only available to a Customer and is limited to a one re-certification per Customer upon a change of ownership. As part of the process, MYT WORKS will register the Product to the new Customer.
A MYT WORKS Re-Certified Product Warranty is valid for a period of ninety (90) days for the camera and camera accessories after the warranty is accepted by the Customer. MYT WORKS Re-Certified Product Warranty is not available for Digital Media and Batteries.
6c. Non-Warranty Repair - Product that no longer qualifies for Warranty Repair may be sent to an Authorized MYT WORKS Service Center for an evaluation fee of $100. MYT WORKS will provide a quotation for the repair of the product. The Customer is responsible for all costs associated with such refurbishment, such as troubleshooting, diagnosis, repair, test, calibration, and shipping costs. The evaluation fee will be applied to the cost of the refurbishment if the cost of the refurbishment is greater than the evaluation fee. Any repaired or replaced product shall be warranted for ninety (90) days after it is received by Buyer. Only the components that were repaired or replaced will be eligible for the 90-day period. Any parts replaced by MYT WORKS during non-warranty repair are the property of MYT WORKS and will not be returned to Buyer. MYT WORKS may use refurbished parts for non-warranty repair.
7. RETURNS – Buyers must obtain a Return Merchandise Authorization (“RMA”) prior to the return of any product. MYT WORKS products may only be returned for refund within ten (10) days of original delivery by MYT WORKS at shipping address specified by Buyer and pass MYT WORKS Inbound Quality Control (“IQC”). Accessories may be returned for refund within ten (10) days of original delivery by MYT WORKS at shipping address specified by Buyer and pass MYT WORKS IQC.
7a. Factory Seal - If the factory seal on the product has been broken, a return will not be accepted, unless MYT WORKS gives specific approval for such a return after evaluation (subject to $100 evaluation fee) and the returned product is subject to a 30% restocking fee. All equipment must be shipped in as new condition and in the original shipping materials. Refunds are subject to an evaluation of the merchandise upon receipt at MYT WORKS as defined above, in addition to other tests to ascertain condition of returned goods. A refund less the restocking fee will be provided within thirty (30) days of completion of evaluation of goods at MYT WORKS.
7b. Shipping - Buyer is responsible for shipping costs to return product to MYT WORKS. For Buyer’s protection, MYT WORKS recommends that the Buyer uses a traceable and insurable form of mail for shipment.
7c. Buyer has ten (10) days from the date the RMA is issued to deliver the product to MYT WORKS. All product not delivered ten (10) days after the RMA was issued will not be considered eligible as a return for credit and MYT WORKS will return product to Buyer and Buyer will assume all shipping costs.
7d. Export and Re-Export Restrictions and Regulations - Buyer agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with Buyer’s use of MYT WORKS products and services. Buyer agrees to not violate any local, state, federal or foreign laws. Buyer agrees not to transfer or authorize the transfer of any materials to a prohibited country in violation of any laws. In particular, but without limitation, the materials may not, in violation of any laws, be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders or U.S. Department of Commerce Entity List of proliferation concern, or the U.S. State Department Debarred Parties List. By using any materials subject to any such restrictions and regulations, Buyer represents and warrants that Buyer is not located in, under the control of, or a national or resident of any such country or on any such list.
8. LIMITATION OF LIABILITY – IN NO EVENT SHALL MYT WORKS OR ITS LICENSORS BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS (HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY), EVEN IF MYT WORKS OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MYT WORKS ’S OR ITS LICENSORS’ LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO MYT WORKS FOR SUCH PRODUCT. NOT WITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT SHALL MYT WORKS ’S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO MYT WORKS FOR PRODUCT IN THE LAST TWELVE (12) MONTHS. IN NO EVENT WILL MYT WORKS OR ITS LICENSORS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER. IN NO EVENT SHALL MYT WORKS OR ITS LICENSORS BE LIABLE FOR DAMAGES ARISING OUT OF ANY LATE DELIVERY. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMAGES ARISE OUT OF OR RELATED TO THIS AGREEMENT.
9. INDEMNIFICATION – Buyer shall indemnify, defend, and hold MYT WORKS and MYT WORKS ’s officers, agents other representatives and licensors harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused Buyer’s misuse of the product or by the negligent or willful acts or omissions by the Buyer, or (ii) based on any breach of this agreement by Buyer.
10. PROPRIETARY INFORMATION – MYT WORKS retains for itself and its licensors all proprietary rights, including without limitation all patent, trademark, trade secret, copyright and other intellectual property rights in and to all MYT WORKS designs, manufacturing processes, engineering details, and other data pertaining to any product sold except where the rights have been assigned pursuant to a written agreement with a corporate officer of MYT WORKS. The products are offered for sale and sold by MYT WORKS on the condition that such sale does not convey any right, express or implied, stated or otherwise, under any intellectual property or manufacturing process. MYT WORKS and its licensors expressly reserve all intellectual property rights in the product.
11. NON-WAIVER – Failure of MYT WORKS to insist upon strict performance of any terms and conditions herein shall not be deemed a waiver of any subsequent default of terms and conditions thereof.
12. LAW GOVERNING AND EXCLUSIVE JURISDICTION – This Agreement is to be interpreted in accordance with the laws of the State of New York, United States of America. The sale of any MYT WORKS product to Buyer is coincided to have taken place in New York, New York and shall be governed by this Agreement. This Agreement will not be governed by the conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Exclusive jurisdiction for any dispute arising from the terms and conditions of this Agreement shall be New York, New York and both Buyer and MYT WORKS waive all rights to have a dispute brought elsewhere.
13. SEVERABILITY - If any of the terms and conditions of this Agreement are held to be invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted.
14. COMPLETE AGREEMENT – The terms and conditions set forth herein comprise the entire agreement between MYT WORKS and the Buyer.