JRT Associates is the trade name and service mark of JRT Associates, Inc., a New York corporation (referred to below as JRT) that owns and operates or has operated on its behalf this Web site (as defined below).

 

 

The purpose of the Web site is to enable You to easily purchase and use the products and services offered by Us.

 

Except as expressly provided in this Terms of Use or by the manufacturer or licensor of a product sold by Us to You, We do not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises, or licenses. You will not adapt or use any trademark or trade name which is likely to be similar to or confusing with US or any of its suppliers or take any other action which impairs or reduces the trademark Our rights or that of Our suppliers.

 

With respect to technical or other information you provide to Us as part of placing any order, or in any other communications with Us in whatever media it is expressed, We may use such information for its business purposes, including for product support and development. You agree that all such submissions are unrestricted and shall be deemed non-confidential and You automatically grant Us and Our successors and assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license in all Intellectual Property Rights, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

 

Without prejudice to any of Our other rights, We may terminate this Agreement if You fail to comply with any of the Terms of Use herein or if you violate Our "Acceptable Use Policy" which We post at www.jrtassociates.com or such other location as We may determine at Our discretion. In such event, We may suspend or deactivate Your account with or without notice and such shall be without liability to You.

 

This Agreement shall be governed by the laws of the State of New York and jurisdiction for any dispute, except as expressly provided herein, shall be exclusively within the courts located within the State of New York and the County of Westchester.

 

Notwithstanding any term herein to the contrary, any dispute arising directly or indirectly under Agreement may, at Our sole and exclusive discretion, be submitted to, and settled by arbitration by at least one (1) arbitrator. The arbitration shall be conducted in accordance with the rules for conducting arbitration as set forth by the American Arbitration Association under its Commercial Arbitration Rules, which arbitration shall take place in Westchester County, New York State. Each arbitrator shall (a) strictly apply New York law, (b) the Federal Rules of Evidence(c) the terms of this Agreement and (d) shall have no power to strike, amend, or modify said terms. Any such proceeding shall, at Our exclusive discretion and be held in confidence by all parties and witnesses. The judgment or the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof and there shall be no trial de novo. At Our sole discretion the arbitrator(s) may have equitable powers including the right to issue temporary restraining orders and preliminary injunctions.

 

THE GOODS ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY WARRANTED BY OUR SUPPLIERS TO YOU, WE AND OUR SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE GOODS. EXCEPT AS EXPRESSLY SET FORTH ABOVE, WE AND OUR SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, RIGHTS IN INTELLECTUAL PROPERTY RIGHTS, AND MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE TO YOU FOR LOST DATA, COST OF COVER, OR OTHER ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF OUR REPRESENTATIVE HAS ADVISED YOU OF THE POSSIBILITY OF SUCH AWARD OF DAMAGES OR FOR ANY DEFENSE OR RECOVERY ARISING FROM A CLAIM BY ANY THIRD PARTY.

 

Violations by You of the following shall, in addition to any other remedies in law or equity, permit Us to terminate this Agreement without further liability and without effecting any other remedies We might have:

You are solely responsible for all use of Your passwords.

 

You agree that We have not reviewed the content of all sites linked to or from the Web site and that We are not responsible for the content of any of those sites and do not take responsibility for them or endorse them.

 

You agree to indemnify and hold Us, and Our directors, officers, employees, and representatives harmless from any and all losses (including, but not limited to, attorney’s fees) resulting from any claims that You assert, or may assert, based on or relating to Your use, or the use of any individual using Your password, of the Web site and any and all losses resulting from claims of third parties, including, but not limited to, attorney’s fees, that result, in whole or in part, from violations by You, or any individual using Your password, of any of the terms of this Agreement.

 

You may not assign any of Your rights or obligations hereunder.

 

We shall not be liable for any default or delays in the execution or completion of this sale of the orders provided thereunder if such delay is caused by strikes, lockouts, riots, epidemics, wars, government regulations, floods, accidents, fires, acts of God, delays in transportation, or any other cause beyond its control. We may, at Our discretion, cancel or suspend deliveries without liability, but this Agreement shall otherwise remain unaffected.

 

The ownership and proprietary rights provisions set forth in this Agreement, and any other provisions that by their sense and context the parties intend to have survive, shall survive the termination of this Agreement and any obligations hereunder for any reason.

 

The unenforceability or invalidity of any term, provision, section or subsection of this Agreement shall not affect the validity or enforceability of any remaining terms, provisions, sections or subsections of this Agreement, but such remaining terms, provisions, sections or subsections shall be interpreted and construed in such a manner as to carry out fully the intention of the parties hereto.

 

 

The fact of authorship by Us shall not affect the construction or interpretation of this Agreement.

 

 

No amendment or modification of this Agreement shall be valid or binding unless the same shall be made in writing and signed on behalf of each party.

 

Should We prevail in any lawsuit, action, or proceeding in contract or in tort or otherwise arising out of or related to this Agreement, We shall be entitled to recover all of Our costs and expenses including, without limitation, Our reasonable attorneys fees incurred in connection with such lawsuit, action, or proceeding, including any appeal of such lawsuit, action, or proceeding.

 

As between the parties hereto, and in the sale and delivery of any goods, under the United Nations Convention on Contracts for the International Sale of Goods (as adopted and amended from time-to-time) shall expressly not apply to any sale of goods deemed to arise under in this or any other agreement between the parties; the parties expressly adopt the jurisdiction and the law of and within the State of New York.

 

 

Each delivery to be made hereunder shall be subject to receipt of cash or to credit arrangements made by Us with You. If payment is not made in accordance with the terms thereof, or if any time in Our judgment Your credit standing has been impaired, We may withhold delivery of any products sold hereunder until, in the case of future deliveries, satisfactory cash or credit arrangements have been made and, in the case of goods already delivered, satisfactory security arrangements have been made for payment of all outstanding balances. If You fail, neglect, or refuse to make cash or credit arrangements satisfactory to Us, or to comply with the terms thereof, then We may, without waiving any other remedies it may have against You, terminate this Agreement without further liability on Our part.

 

If any terms of any preceding or subsequent agreement relative to a purchase of goods or services from Us are in conflict with the terms and conditions specified herein, then the terms and conditions herein shall control.