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Company may offer additional services to Customer which shall be set forth in such other document(s) governing those services.
Definitions. "App" shall mean the application downloaded from a compatible mobile operating system (as set out in the System Requirements). “Company” shall mean Renescrow Corp. (a corporation registered in the State of Deleware), whose principal place of business is at 117 Rano Blvd. Suite 71, 13850 its subsidiaries, related companies, agents and/or representatives; “Customer” shall mean the person for which Company is rendering service, as well as its agents and/or representatives; “Documentation” shall mean all information received by Company directly or indirectly from Customer, whether in paper or electronic form; "Services" shall mean courier, pick up, delivery and packing services provided by Company domestically and international shipping services coordinated by Company and provided by Third Parties. "Software" means software applications and App which are proprietary to Company and licensed to Customer under the terms of this agreement. "System Requirements" shall mean in relation to the web and mobile operating systems which are compatible with the App [as set out on Company's website www.renesrow.com]. “Third Parties” shall include, but not be limited to, the following: carriers, couriers, customs brokers, agents and others to which the goods are entrusted for transportation, cartage, packaging, handling and/or delivery and/or storage or otherwise. “Third Party Software” means software applications proprietary to a third party but shall not include software licensed by Company from a third party for incorporation into Company's Software and distributed by Company as an integral part of Company's Software. Rights Granted. Customer is hereby granted a revocable, non-transferable license on to access the Software and/or Services provided that such right may only be exercised in accordance with these Terms and Conditions.
No Reverse Engineering. Except to the extent that Company is expressly precluded by law from prohibiting these activities, Customer shall not: alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble, reproduce, or reverse engineer all or any portion of the Software and/or Services or attempt to do so; or permit, authorize, or acquiesce in, any other person engaging in these activities, or attempting to do so; or use the Software and/or Services or any information contained therein or otherwise provided by Company for the purposes of developing, or having developed any products or services competitive with any of Company’s products and/or services, and shall prohibit its end users from doing so, or attempting to do so.
Should it become known to Customer that an end user has attempted to modify, reproduce or reverse engineer the Software and/or Services or any part thereof, Customer shall immediately notify Company and direct such end user to cease and desist in the activity and to contact Company directly.
Terms of payment. Customer shall be required to provide a credit card in order to use the Services. If Customer uses the Services it shall receive invoices via email, and invoices are continuously available on the Customer digital account. Customer may choose to settle the invoice prior to the billing date using the credit card on file prior to billing day. If payment has not been received by the billing date, Customer authorizes the Company to bill the Customer’s on file credit card. If Company is unable to collect payment for the Services it may charge late payment and interest as set out in.
Late Payment Terms. In the event that a payment cannot be collected by the Company on the billing date. The Customer would be notified by email on the email address that the Customer has created their account with. The Customer will have 7 days to clear these charges. If these charge are not cleared 7 days after the billing date, customer will be charged a $25 late fee and from the end of the 8th day after the billing date, if all the charges are not cleared, an additional $10 fee will be charged for each additional day the invoice is not cleared.
Company as Agent. Customer understands that Company is not a “carrier” but that Company will select and engage Third Parties on behalf of Customer. Company acts as the “agent” of the Customer for the purpose of arranging transportation services, and of performing duties in connection with this service, including, without limitation, the filing of export and security documentation on behalf of the Customer and other dealings with government agencies together with other, ancillary services, including packing and storage of goods received incident to shipment. As to all other services, Company acts as an independent contractor.
Special Power of Attorney. Customer grants the following export power of attorney: POWER OF ATTORNEY GRANTED BY CUSTOMER AS U.S. PRINCIPAL PARTY IN INTEREST TO AUTHORIZED AGENT FOR EXPORT SHIPMENTS. Know all persons by these presets, that customers in the US principal party in interest organized and doing business in the US and having an office and place of business indicated to the Company hereby authorizes Company at to act for and on its behalf as a true and lawful agent and attorney of the US Principal Party in Interest (USPPI) for and in the name, place and stead of the USPPI, from this date, in the US either in writing, electronically, or by other authorized means to: act as an authorized agent for export control, US census bureau reporting, and US customs and border protection purposes; also, to prepare and transmit any Electronic Export Information (EEI) or other documents or records required to be filed by the US census bureau, US Customs and Border Protection, US Department of Commerce, Bureau of Industry and Security, or any other US government agency, and perform any other act that may be required by law or regulation in connection with the exportation or transportation of any goods shipped or consigned by or to the USPPI, and to receive or ship any goods on behalf of the USPPI. The USPPI hereby certifies that all statements and information contained in the documentation provided to the authorized agent and relating to exportation is and will be true and correct. The USPPI understands that civil and criminal penalties may be imposed for making false or fraudulent statements or for the violation of any US laws or regulations on exportation. This Power of Attorney is to remain in full force and effect until revocation in writing is duly given by the USPPI and received by the authorized agent.
Export. Customer assume all responsibility for compliance with all laws and regulations of the United States and any other country from which it may use Company's Software or Services to export, re-export and import any products. Customer acknowledge and agree that it will not export or import any Software or use Company's services to export to any country to which export or import is restricted under United States law.
No Liability for the Selection or Services of Third Parties and/or Routes. Unless Services are performed by person or firms engaged pursuant to express written instructions from the Customer (for whom Company accepts no liability), Company shall use reasonable care in its selection of Third Parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any actions(s) and/or inaction(s) of such Third Parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a Third Party or the agent of a Third Party; all claims in connection with the act of a Third Party shall be brought solely against such party and/or its agents; in connection with any such claim, Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by Company. Company may use third party software in the delivery of the Services and Customer may be required to agree to any applicable license terms arising from the use of such Third Party software.
Quotations Not Binding. Quotations as to fees, shipping charges, insurance premiums or other charges given by Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon Company unless Company agrees in writing to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between Company and the Customer.
Reliance on Information Furnished. Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with U.S. Customs & Border Protection, other Government Agency and/or third parties, and will immediately advise Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on Customer’s behalf. In preparing and submitting export declarations, applications, security filings, documentation and/or other required data, Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer’s failure to disclose information or any incorrect, incomplete or false statement by the Customer or its agent, representative or contractor upon which Company reasonably relied. The Customer agrees that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.
Confidentiality. Neither party shall not: disclose, allow access to, transmit, transfer or otherwise make available any Confidential Information to any third party other than its employees that need to know such information to fulfill the purposes of this agreement, and with whom it has executed a non-disclosure or other agreement which limits the use, reproduction and disclosure of the Confidential Information on terms that afford at least as much protection to the Confidential Information as the provisions of this Agreement; or use or reproduce the Confidential Information for any reason other than as reasonably necessary to fulfill the purposes of this Agreement. Customer shall be vicariously liable for breach by its employees of the Customer’s confidentiality obligations under this Agreement.
For the purposes of this Agreement “Confidential Information” shall mean all trade secrets and other materials or information that is not generally known to the public, is either specifically identified as confidential information prior to or at the time of it being disclosed or otherwise made available to Customer in relation to this Agreement, or would generally be considered confidential in the wireless communications industry, including without limitation any of Supplier’s technical, financial, legal, corporate, marketing, business opportunity, product, personnel, supplier and other information in whatever form or medium. Without limiting the generality of the foregoing, Supplier's Confidential Information includes without limitation: any test results relating to Supplier software, products or and/or services; Supplier software’s source code; and technical specifications related to Supplier’s software or products and/or services.
Notwithstanding the foregoing, Customer may disclose Confidential Information if and only to the extent it is required to do so by law provided that Customer gives Supplier sufficient notice to enable it to seek an order limiting or precluding such disclosure.
The following information that Customer can establish: was lawfully in Customer's possession before receipt as a result of rights granted to Customer under this Agreement or any other agreement; is or becomes a matter of public knowledge through no fault of Customer; or was independently developed or discovered by Customer.
Reservation of Rights. Customer acknowledges that, subject to the rights granted herein, Company retains all right, title and interest, including, without limitation, intellectual property rights, in and to the Software and/or Services. Customer will have only those rights in or to the Software and/or Services that are granted to the Customer pursuant to this Agreement. Customer acknowledges that the Software and/or Services contain valuable trade secrets and other intellectual property of Company. Neither Customer nor anyone acting on behalf of Customer, including its employees, independent contractors or agents shall acquire any intellectual property rights related to the Software and/or Services, including without limitation any such patents, industrial designs, master works, copyright, trade secrets, or mask works. No ownership, right, interest or title in or to the Software and/or Services will transfer to Customer nor to anyone acting on Customer’s behalf under this Agreement. Confidential Information; shall not be considered Confidential Information under this Agreement.
Disclaimer of warranties. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond our reasonable control, but Company shall use reasonable efforts to provide advance notice on the Site or by email of any scheduled service disruption. HOWEVER, THE SERVICE, INCLUDING THE SITE, SOFTWARE AND CONTENT, AND ANY SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR SOFTWARE, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
Internet DelaysCompany Service and software may be subject to liitations, dealys, and other problems inherent in the user of the internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damage resulting from such a problem.
Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 17, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR ANY DIRECT DAMAGES, COSTS, OR LOSSES Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Declaring Higher Value to Third Parties. Company and Third Parties to whom the goods are entrusted limit liability for loss or damage; Company will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges. In the absence of written instructions or the refusal of the Third Party to agree to a higher declared value, at Company’s discretion, the goods may be tendered to the Third Party, subject to the terms of the Third Party’s limitations of liability and/or terms and conditions of service which terms can be found here:
Insurance. Unless requested to do so in writing and confirmed by Company, Company is under no obligation to procure insurance on Customer’s behalf for values greater than $100. Insurance covers the item shipped only and do not cover value of packing containers or shipping charges. Company shall not be responsible to substantiate values of goods in transit; nor is Company responsible to provide proof of origin or authenticate in any way such goods in transit regardless of description listed on the face of the airway bill. Customers may not over-value goods or otherwise insure goods in transit in excess of their fair market values. The responsibility for providing documented proof of value in a claim shall rest entirely with the customer.
You acknowledge and agree that your use of Company is for your personal use and not for advertising purposes. You may not use Company to recreate or compete with Company, to solicit or harass Company service professionals, or for any other purpose not contemplated herein. You acknowledge that a violation of the foregoing could result in significant damages, and you agree that you are liable to Company for any such damages, and will indemnify Company in the event of any third party claims against Company based on or arising from your violation of the foregoing. We reserve the right to revoke your access to any Company products or properties at any time. All information about service professionals is confidential and for your personal use only. If it is determined or suspected by Company in its sole discretion that you are misusing or attempting to misuse or circumvent the Company services or system, or are using or attempting to use them for any inappropriate or non-personal purposes, including but not limited to activities such as hacking, scraping content, infiltrating, fraud, advertising, jamming or spamming, Company reserves the right, in its sole discretion, to immediately terminate your access without notice and to initiate without notice appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
SMS MESSAGING By submitting a service request, you agree that Company and its service professionals may send you informational text (SMS) messages as part of the normal business practice of Company. These text (SMS) messages shall not be used for marketing purposes. You may choose to opt-out of receiving text (SMS) messages from Company at any time by texting the word STOP to 62508 from the mobile device that is receiving the messages. You acknowledge that by opting out of receiving text (SMS) messages from Company and its service professionals, your use of Company services may be impacted.
CALL RECORDING You acknowledge and agree that Company may monitor and/or record any telephone calls between you and Company.
You agree that all of the content and information posted by you or your agents or designees on Company, including but not limited to: Ratings & Reviews Photographs or Images, Comments, Questions and/or Answers, Any other content (known collectively as "Content") is the sole and exclusive property of Company, and that you have no right to reproduce, post, publish, or otherwise use such information other than for your personal use relating to your service request. Our Right to Use Your Content. You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. You authorize us and our affiliates, licensees and sub-licensees, without compensation to you or others, to copy, adapt, create derivative works of, reproduce, incorporate, distribute, publicly display or otherwise use or exploit such Content throughout the world in any format or media (whether now known or hereafter created) for the duration of any copyright or other rights in such Content, and such permission shall be perpetual and may not be revoked for any reason. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you. Grant of License. You hereby grant Company and its users a perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, distribute, print, publish, disseminate and place advertising near and adjacent to your Content in any format or media (whether now know or hereafter created) on the Company and apps in any manner that we deem appropriate or necessary, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. Representation of Ownership and Right to Use Content. By posting or providing any Content to Company, you represent and warrant to Company that you own or have all necessary rights to use the Content, and grant to Company the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. Content Guidelines. Company reserves the right, but not the obligation, to edit or abridge, or to refuse to post, or to remove any content that you or any other users post on any Company owned or operated websites or apps if Company determines (in its sole discretion) that such content contains or features any of the following: Offensive, harmful and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.) References to illegal activity. Language that violates the standards of good taste or the standards of this Site. Statements that are or appear to be false. Comments that disparage Company. With respect to Ratings and Reviews of service professionals, all of the above and in addition the following: Reviews that do not address the goods and services of the business or reviews with no qualitative value (e.g., "work has not started yet"). Comments concerning a different Service Professional. Information not related to work requested in the service request. If a dispute arises between a consumer and professional, the rating submitted may be held in pending status until resolution is reached. You represent and warrant that any Rating and Review provided by you is accurate and truthful, and that your will only provide a Rating and Review for a service professional that has performed services for you pursuant to your applicable service request.
All Ratings and Reviews of a Service Professional displayed to you reflect the opinions of other consumers, and do not reflect or represent the opinions or representations of Company. Company disclaims any and all representations or warranties with regard to the Ratings and Reviews. Company does not assume responsibility or liability for any Review or for any claims, damages, or losses resulting from any use of the Site or the materials contained therein. ARTICLES AND OTHER CONTENT
Company provides certain content relating to home improvement, repair, maintenance ("Articles"), on the Company or apps, and via mobile applications owned and operated by Company. Such Articles are provided "As-Is", without any warranties or representations, and you assume all liability and responsibility for your use of such Articles. You understand and agree that the Articles do not provide advice, and that such Articles are no substitute for the advice of a professional. LINKS TO THIRD PARTY SITES
The links in the Company or apps will let you leave Company's Web site. The linked sites are not under the control of Company and Company is not responsible for the contents or functionality of any linked site or any link contained in a linked site, or any changes or updates to such sites. Your use of such third party linked sites is governed by the terms and conditions, and privacy policies, of such linked sites. Company is not responsible for webcasting or any other form of transmission received from any linked site. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the site. THIRD PARTY COPYRIGHTS AND OTHER RIGHTS
Company respects the intellectual property rights of others. If you believe that your copyright has been infringed, please send us a notice as set forth in out Copyright and DMCA Policy, which is incorporated into these Terms and Conditions. For other intellectual property claims, please send us a notice at [email protected].
Renescrow does not employ the contractors secured via its portal. The contractors are independent contractors. Nothing herein should be construed as to mean or imply that Renescrow is an agent or representative of the contractors retained through this service. Renenescrow does not speak for the contractors, nor is it authorized to act on their behalf. Renescrow is not responsible for any representations, proposals, promises, etc., made by said contractors, their agents or employees, vendors or subcontractors in connection with your renovation project.
Renescrow is not an agent or representative of the homeowner. Nothing herein should be construed to mean or imply that Renescrow is an agent or representative of the homeowner. Renescrow is not authorized to act on behalf of the homeowner. It will be the responsibility of the contractor to confirm all information regarding the renovation project from the homeowner. Renescrow is not responsible for any representations, proposals, promises, etc., made by homeowner or homeowner’s agents, servants, representatives, vendors, and/or other contractors.
Limitation of Liability.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABIL ITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. TH E FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW
Subcontracting. Company may subcontract the performance of any services to Third Parties. Company shall not be liable or responsible for any negligence, malpractice, fault, errors or omissions in the performance of Services by any Third Parties.
Indemnification/Hold Harmless. Customer agrees to indemnify, defend, and hold Company harmless from any claims and/or liability, damages, fines, penalties and/or attorney’s fees by reason of injury to or death of any person or by reason of injury to or destruction of Property or arising from the exportation of customer’s merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of export or security data supplied by Customer or its agent or representative, which violates any Federal, State and/ or other laws, or from any cause including but not limited to the fault, breach of warranty or negligence of Company, its officers, agents, subcontractors or employees and/or from the fault, breach of warranty or negligence of the Customer, its officers, agents, subcontractors or employees. Customer further agrees to indemnify and hold Company harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney’s fees, which Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against Company, it shall give notice in writing to the Customer by mail or email at its address on file with Company.
Modifications to the Terms and Conditions. These terms and conditions of service may be modified, altered or amended by Company at any time. Use of the Services following a notification that the Terms and Conditions have been updated shall constitute acceptance of the updated Terms and Conditions.
Notice. Any notice, request, demand or other communication required or permitted hereunder will be in writing and shall be sufficiently given if delivered by hand or sent by registered mail, courier, email or facsimile addressed to the other party at the address set out below or to such other person or address as the parties may from time-to-time designate in writing delivered pursuant to this notice provision. Any such notices, requests, demands or other communications shall be received and effective: upon the date of delivery if delivered personally; or on the date of receipt of confirmation by answer-back, in the case of mail, email or facsimile.
Severability. In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in full force and effect. Company’s decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.
Force Majeure. Neither party is liable in any way including for any damages or penalty for any failure or delay in performance hereunder which is proximately caused by strikes, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God, war, governmental action, labor conditions, disruptions caused as a result of the Internet, or other causes beyond its reasonable control. The failure to make any payment required under this Agreement shall never be excused under this force majeure provision.
Governing Law; Consent to Jurisdiction and Venue. These Terms and Conditions shall be governed by the laws of the State of Deleware, USA and the parties hereby irrevocably agree to the jurisdiction of the courts in the County of Kent, Deleware. The Parties hereby waive any right to a trial with respect to any lawsuit or judicial proceeding arising or relating to these Terms and Conditions. The United Nations Convention on Contracts for the International Sale of Goods is inapplicable, and the parties expressly disclaim its applicability.