TCP General Policies, Terms and Conditions

1. PARTIES

Those Coffee People S.A.S. (the “Supplier” or “The Company”), a Colombian company duly incorporated under tax ID 901.181.683, with its registered office in Medellín, Colombia, and

The Purchaser, as named in the specific governing Purchase Order.

The Supplier and the Purchaser may each be referred to as a “Party” and collectively as the “Parties.”

2. DEFINITIONS

In this Agreement, the following terms shall have the meanings specified:

• Acceptance: Approval of the Deliverable by the Purchaser.
• Agreement: These terms and conditions that govern all Purchase Orders issued by the Purchaser.
• Applicable Laws: All relevant laws, regulations, codes of practice, or requirements of any government or governmental agency applicable to the Purchaser.
• Force Majeure: Any event beyond a Party’s control, including but not limited to acts of God, floods, droughts, earthquakes, wars, civil commotions, terrorist attacks, sanctions, embargoes, or severance of diplomatic relations. This does not include strikes or other forms of industrial action by personnel, agents, or subcontractors of a Party.
• Good Industry Practice: The exercise of reasonable skill, care, prudence, efficiency, foresight, and timeliness that would reasonably be expected from a competent professional in similar circumstances.
• Purchase Order: An order issued by the Purchaser specifying the Goods and any related documentation or requirements. This includes orders generated by the ecommerce. 

3. INCORPORATION OF TERMS AND ORDER OF PRECEDENCE

These terms and conditions are incorporated into and shall govern all Purchase Orders between the Parties. The conduct of the Parties shall constitute acceptance of these terms over any other conditions unless expressly agreed otherwise in writing.

4. WARRANTY

4A. Supplier Warranties

The Supplier warrants and represents that:

1. It has the power and authority to enter into this Agreement and is not currently involved in any litigation, process, contract, or investigation that could materially impact its ability to perform its obligations.
2. It will ensure the timely and quality delivery of products as per the INCOTERM agreed in the Purchase Order (2020 INCOTERMS version).
3. It will provide reasonable customer support and problem-solving.
4. It will fulfill all requirements related to the Purchaser’s country importation laws, as solicited or agreed before payment of any invoice. 

4B. Purchaser Warranties

The Purchaser warrants and represents that:

1. It has obtained and will obtain all necessary permissions, licenses, authorizations, and consents for the Supplier to supply the Deliverables. Any refund request due to inability to meet your country’s importation requirements will result in a 7% processing charge.
2. It will pay all required fees within the agreed timeframe.
3. It will comply with all Applicable Laws governing the importation of goods.
4. It will provide the Supplier with all required information and specifications for importation or will connect the Supplier with its importer to prevent any confusion.

4C. Breach of Warranty by Purchaser

In the event of a breach caused by the Purchaser, it shall bear all reasonable costs related to:

1. Goods supplied by the Supplier and additional Goods required to remedy the breach.
2. The operation and maintenance of additional Deliverables.
3. Obtaining services from a third party.

5. GOODS

5A. Supply of Goods

The Supplier will provide the Goods to the Purchaser as outlined in the Purchase Order.

5B. Quality Guarantee

1. Sensory Analysis: Unless otherwise noted in specific governing Purchase Orders, the Goods received shall match the sample tested according to:
   • Macro Sensory Analysis: Elements such as chocolate, fruity, floral, sweet, and spice.
   • Slight variances that do not change the overall sensory analysis shall be considered acceptable.
     • Example of Unacceptable Variation: A sample with floral notes (e.g., jasmine) changes to fermented strawberry.
     • Example of Acceptable Variation: A sample with a chocolate and sweet profile with nutty hints changes to orange hints.

   2. Defect Allowance: Unless otherwise negotiated, the maximum defect allowance is 12/60. The Supplier does not advertise, and has never advertised defect-free coffee.

6. DELIVERY

1. Delivery obligations, responsibilities, and costs will follow the INCOTERM specified in the Purchase Order:
   • If no INCOTERM is listed and no shipping or logistics are included, the INCOTERM will be EXW (Ex Works).
   • If no INCOTERM is listed but shipping or logistics to the destination country are included, the INCOTERM will be CIF (Cost, Insurance, and Freight) or CIP.
2. All sales are final, non refundable, and no returns or exchanges are permitted.

7. RISK AND TITLE

Title and risk shall transfer according to the INCOTERMS stipulated in the Purchase Order.

8. PRICE AND PAYMENT

1. The Purchaser shall pay the agreed charges and any applicable taxes as per the Purchase Order.
2. Fees charged in transit by destination country authorities are the responsibility of the Purchaser.
3. A down payment is required to initiate the Purchase Order, as agreed. Failure to pay will terminate this Agreement with no liability to the Supplier.
4. Payments are due within ten (10) days of receiving the invoice unless otherwise specified. 
5. If payments or shipping information are not remitted on time, late fees and storage fees will apply starting at $150 per sq meter of space utilized. If after 6 months the situation is not remedied by the Purchaser, the Supplier reserves the right to liquidate their merchandise in order to pay for the outstanding amount owed. 

  6. Process of Requesting Adjustments to Purchase Orders:
If the coffee price fluctuates outside of The Supplier’s capacity to cover their costs (accounting for FNC government price against USD to COP exchange rate) we agree to find a solution in the following way (in order):

1. Request additional time of fulfilment as prices may fluctuate back in favor 1-2 weeks after price spikes
2. Request additional budget to cover the costs
3. Reduce the amount delivered in which case The Supplier agrees to cover the difference in logistics costs of the undelivered coffee.

9. ACCEPTANCE OF DELIVERABLE

Deliverables are deemed accepted upon delivery per the INCOTERM specified or implied in the Purchase Order.

10. CLAIMS

1. Claims must be submitted to inquiry@thosecoffeepeople.com with the subject line “Claim PO [Your PO Number]” within ten (10) days of delivery.
2. Claims must include supporting evidence (e.g., photos, videos).
3. If more time is needed, an extension request may be emailed with the subject line “Claim Extension Request PO [Your PO Number].” Approved extensions allow up to 30 days for claim submission.

11. ANTI-BRIBERY AND CORRUPTION

Each Party, including its employees, agents, and subcontractors, shall:

1. Comply with all Applicable Laws relating to bribery and corruption.
2. Avoid any act that would cause the other Party to breach Applicable Laws.
3. Not give, promise, or request bribes (financial or other advantages).
4. Maintain an effective anti-bribery compliance program.
5. Notify the other Party of any allegations of fraud or bribery.

12. HEALTH AND SAFETY

The Supplier shall ensure that its employees comply with all Applicable Laws and regulations, including health and safety legislation.

1. Product Safety and Quality Assurance

The Supplier is dedicated to providing specialty coffee products that meet the highest standards of safety and quality. We ensure that all coffee is sourced, processed, and packaged in facilities that comply with applicable food safety regulations. Additionally Packaging materials are food-safe and designed to preserve the integrity and freshness of the coffee.

2. Responsibility and Liability

We accept responsibility for the safety and quality of the product up until it is delivered according to the INCOTERM, in its original packaging, to the customer.

Once the product is repacked, modified, or handled outside of the original packaging, our guarantees are void, as we can no longer control conditions that may affect its safety or quality.

3. Customer Collaboration and Documentation

For customers with specific health and safety requirements, we are happy to provide 1. Guidance on best practices for storage and handling to maintain the integrity of the product. 2. Documentation, certifications, or additional information about food safety compliance upon request.

4. Limitation of Liability

While we take all necessary precautions to ensure the safety and quality of our products, we do not accept liability for issues arising from improper storage, handling, or preparation of the product post-delivery. Health and safety concerns related to repackaging or modifications made by the customer or third parties.

13. FORCE MAJEURE

1 Neither Party shall be liable for failure to perform its obligations under this Agreement, if such failure results from circumstances of Force Majeure Event beyond that party’s reasonable control. For the avoidance of doubt, the occurrence of a Force Majeure Event shall not preclude the Purchaser’s obligation to pay any Charges which are due and payable under this Agreement.

2. Each Party shall use all reasonable endeavours to limit the effects of any Force Majeure Event.
3. Each Party agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

14. GENERAL

1. Neither party shall be bound by any variation, waiver of or addition to these terms conditions unless agreed in writing and signed by a duly authorized Representative of both parties.
2. These terms and conditions shall have precedence over any conditions appearing on any quotation, acceptance form, delivery form, invoice or other document or letter emanating from the Supplier and such conditions shall have no effect unless they are expressly accepted by the Parties  in writing.

15. GOVERNING LAW – ARBITRATION CLAUSE

This Agreement shall be governed by Colombian law. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of International Chamber of Commerce, by one or more arbitrators appointed in accordance with the said Rules.

By participating in any activities hosted by Those Coffee People S.A.S. (hereinafter referred to as “The Company”), participants acknowledge and agree to the following terms and conditions:

1. Voluntary Participation and Assumption of Risk

   • Participation in activities hosted by The Company is entirely voluntary.
   • Participants acknowledge and accept all risks associated with the planned activities, including but not limited to travel to and from the activity (including air travel) and any events incidental to the activity.

2. Liability Waiver

   • Participants agree to hold The Company harmless from any claims, losses, damages to personal property, liabilities, or costs arising from their participation in the activities.
   • This waiver of liability extends to managers, independent contractors, associates, and affiliates of The Company.

3. Nature of Activities

   • Activities may involve physical exertion such as walking or hiking around coffee crops, exposure to heavy machinery, and the presence of wild animals.
   • Participants accept the inherent risks of travel by car, including normal risks associated with travel and exploration.

4. Participant Responsibilities

   • Participants agree to exercise caution to ensure their safety and the safety of those around them. This includes but is not limited to:
     • Avoiding walking in public areas with valuables that may increase the risk of theft.
     • Wearing a seat belt at all times while traveling by car.

5. Insurance and Medical Facilities

   • While Colombia offers accessible medical services at fair prices, The Company does not provide any form of insurance coverage.
   • Participants are strongly encouraged to obtain their own travel and international medical insurance prior to participating in the activities.

6. Acknowledgment of Risks and Release of Liability

   • By participating in activities hosted by The Company, participants acknowledge the reasonable risks involved, including but not limited to personal injury, property loss, or other incidents.
   • Participants agree to release The Company, its managers, contractors, and associates from all liability, waive the right to sue, and assume all risks associated with their participation.

By participating in the activities, participants confirm their understanding and acceptance of these terms and conditions.

1. Parties and Acceptance of Terms

This agreement is established between “Those Coffee People S.A.S.,” hereinafter referred to as “The Company,” TCP, or Those Coffee People, a Colombian Company duly incorporated and identified with tax ID number 901.181.683, with a registered office in Medellin, Colombia, 

and The Purchaser  or The Client referred to in each individual purchase order 

TCP and The Purchaser may each be referred to herein as a “Party,” and collectively as the “Parties.”

1. Services Provided

2.1 An outline of standard services offered is provided below:

Package 1: 

• Meeting with presentation of creative direction for the project
• 25 photos with post-production editing
• 1 commercial video between 15-30 seconds
• Final delivery meeting

Package 2: 

• Meeting with presentation of creative direction for the project
• 35 photos with post-production editing
• 2 commercial videos between 15-30 seconds
• Final delivery meeting

Package 3: 

• Meeting with presentation of creative direction for the project
• 50 photos with post-production editing
• 3 commercial videos between 15-30 seconds
• Final delivery meeting

Exclusions or additional costs: Props such as custom mugs, flowers, coffee tools. Any setting that is not a studio setting such as a farm, our natura outdoor scene. Voice narration or script writing. 

1. Booking and Payment

3.1 Booking Confirmation: A project is considered confirmed once both parties have agreed upon the project scope, pricing, and/or timeline. A written agreement or email confirmation, as well as line item in a purchase order, will serve as the official confirmation of the project.

3.2 Payment: Unless otherwise agreed, the total project cost is required upon confirmation to secure the booking. 

3.3 Payment Methods: TCP accepts bank transfer and credit card payment for all transactions.

1. Project Scope and Revisions

4.1 Project Details: The client agrees to provide clear project details, including props and materials, themes, and any specific shots or videos they require. The content will be created based on the instructions given during this 

4.2 Revisions: TCP will provide one round of revisions, or as specified in the agreement. Additional revisions may be subject to an extra fee. All requests must be made in writing maximum 30 calendar days after delivery of material. 

1. Usage Rights

5.1 License: The client is granted an exclusive, non-transferable license to use the images and videos indefinitely. 

5.2 Copyright: TCP retains copyright and ownership of all images and videos produced, unless otherwise agreed upon in writing.

1. Delivery Obligations

7.1 Delivery: TCP will deliver the finalized images and videos to the client via a secure online platform such as google drive within 14 days following the day of shooting for photos and 21 for videos. This count does not include national holidays. For complex or unique shoots, additional time for delivery may be required and will be outlined following the creative direction client meeting. 

7.2 Usage Guidelines: The client agrees to use the images and videos solely for the purposes outlined in the project agreement. Images and videos may not be resold without prior written consent.

1. Cancellation and Rescheduling

7.1 Cancellation: In the event of cancellation by the client, the deposit is non-refundable.

7.2 Rescheduling: The client may request to reschedule the project with at least 5 days’ notice. Rescheduling is subject to the Photographer’s availability.

1. Liability

9.1 Limitation of Liability: TCP is not liable for any loss, damage, or injury arising from the client’s use of the images and videos.

9.2 Indemnification: The client agrees to indemnify and hold harmless TCP against any claims, damages, or expenses related to the client’s use of the images and videos.

1. Governing Law

These terms and conditions shall be governed by and construed in accordance with the laws of Colombia. Any disputes shall be subject to the exclusive jurisdiction of the courts of Medellin, Colombia. 

By engaging in business with TCP, the client acknowledges that they have read, understood, and agreed to these terms and conditions.

At TCP we work around a set of guiding principles, our core values that drive our business With them, we work as a team and help each:

Be Curious

This value is about first equipping our TCP team with the information required to drive development in the company. It involves asking a lot of questions to colleagues and being able to triangulate answers from different points of view. Being curious will develop our ability to quickly gather and organize information and the willingness to think outside our perspective.

Work Together

Two brains think better than one right? In TCP we believe that the strength of our team relies on combined experience and expertise. We know that in order to achieve our very best for our customers we have to support each other, using our individual skills to provide constructive feedback. Subsequently, the potential is greater than the sum of the parts. We hope this mentality translates to our customer’s everyday business relationships around the coffee market.

Make it Happen

It’s better to have something than nothing! This value is about making sure that tasks are completed. It includes routine tasks, additional tasks, ideas, and plans. We are looking for everyone to “get their work done, proactively seek additional tasks, and finish the task quickly and well”.Thus fulfilling our value proposition of making it easy to buy from the origin.

Build The Future

The specialty coffee market is growing rapidly and we want to be part of it, that is why we work every day to build our future. This value is generated as a result of “being curious”. It consists of planning and building foundations. It requires an ability to understand that we must constantly think about what we need in the medium and long term. Seize opportunities to make incremental improvements so that we can help our customers to make them and our story extraordinary.

Those Coffee People is committed to respecting human rights and labor standards based on the International Bill of Human Rights, including the Universal Declaration of Human Rights and the International Labour Organization’s (ILO) 1998 Declaration on Fundamental Rights and Principles at Work. These principles apply to all the stakeholders of Those Coffee People, its employees, and as far as we reach upstream and downstream of our supply chain.

1. Respect for the Laws and Rules in Force

We work in compliance with all the legislation in force in Colombia and with regards to the policies and guidelines here as described.

2. Work Environment

We have an unyielding commitment to respecting labor and human rights. It is the basis of our essential values. We are committed to the rights of children, adolescents and the elderly and we are against any form of child labor, labor analogous to slavery, neglect, discrimination, cruelty, violence, sexual exploitation, and pornography in GMT’s activities and in its value chain.

2.1 At TCP our employees and supplies have the right to non-discrimination; the right to be free from forced and child labor; the right to an association; and the right to just and favorable working conditions, including ensuring the health and safety of workers. As part of our commitment, we respect the rights of vulnerable groups, such as women, migrants, and seasonal and temporary workers, as well as the rights of indigenous communities. We are also committed to pursuing sustainable livelihoods within our Supply Chain to achieve a decent standard of living. We pay at least a minimum 15% above market value for all of our coffees.

2.2 We respect and value the differences as a fundamental condition for the existence of an ethical relationship, as well as social values regarding work and free initiative, as main basis for guiding acts and decisions. We reject any and every form of discrimination, whether related to origin, color, religion, race, gender, sexual orientation, political belief, or social class, being strongly against its occurrence in any activity.

3. Fraud, Corruption, or Bribery

We do not tolerate and/or corroborate any practice of fraud, corruption, or bribery, whether internally or externally, with Public or Private Administration, national or foreign.

4. Right to Fair Competition

We understand that the relationship with competition should be healthy and fair. We defend free competition and the real practice of a fair market. We have a sense of collectivity, and we work to maintain a friendly environment and trustworthiness in the market. We seek to lift up the entire specialty coffee ecosystem as a whole and play a productive part in the prosperity of the industry both in Colombia and worldwide.

5. Data Privacy and Protection:

We treat people with care, respecting individuals’ privacy and complying with applicable laws on personal data collection, storage, use, retention, transfer, and exclusion. Personal data generally includes information related to an individual enabling their identification. This information can be basic such as the name and date of documents or photographs, or even opinions or evaluations of other people on data or on someone.

5.1 We believe that confidentiality of and cautiousness with our stakeholders is personal and sensitive. information are essential for the success of the business, and the trust of our network.

6. Environmental

Our goal is to understand our potential impacts on biodiversity and communities in a way as to avoid, minimize and, when applicable, offset any generated impacts. Our network of farms work to reduce their negative impact on the environment and maximize positive impact through biodiversity programs, research into best methods of soil nutrition and pest control, as well as limiting water usage. We respect the Environmental Protection Areas legally designated and crucial areas of biodiversity.

Last Updated: December 05, 2022

Welcome to THOSE COFFEE PEOPLE located at THOSECOFFEEPEOPLE..COM (the “Website”). This Website is maintained and operated by THOSE COFFEE PEOPLE SAS(“Company”, “we”, “our” or “us”). YOUR ACCESS AND USE OF THE WEBSITE IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS. (THE “TERMS AND CONDITIONS”) AND ALL APPLICABLE LAWS. BY ACCESSING OR USING ANY PART OF THE WEBSITE, YOU ACCEPT. WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, YOU MAY NOT USE ANY PORTION OF THE WEBSITE.

Accessibility: If you are having any trouble accessing these Terms and Conditions or the Website, please contact us at +57 3508686720, FROM 9 AM -5 PM EST

Authorized Use of Website: This Website is provided for your personal and non-commercial use and for informational purposes only. Any other use of the Website requires the prior written consent of Company.

Unauthorized Use of Website: You may not use spiders, robots,data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Website.

Further, you may not use any such automated means to manipulate the Website, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt. The Website or any other user’s use of the Website, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the Website. circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms and Conditions. You may not frame portions of the Website within another Website. You may not resell use, or access, the Website to any third party without our prior written consent.

Website Property Rights

Proprietary Rights: Company is the owner of or otherwise licensed to use all parts of the Website, including all copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. Some materials on the Website belong to third parties who have authorized Company to display the materials, such as certain third party licensors.

By using the Service, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials. Except as expressly set forth in these Terms and Conditions. No license is granted to you and no rights are conveyed by virtue of accessing or using the Website. All rights not granted under these Terms and Conditions are reserved by Company.

Links and ideas

No Ideas Accepted: We do not accept any unsolicited ideas to this Website from outside the company including without limitation suggestions about advertising or promotions, or merchandising of any products, additions to our services, or changes in methods of doing business. We may already be working on or may in the future work on a similar idea. This policy eliminates concerns about ownership of such ideas. If, notwithstanding this policy. You submit an unsolicited idea to this Website, you understand and acknowledge that such idea is not submitted in confidence and we assume no obligation, expressed or implied, by considering it.

You further understand that we shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to us. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, and or to the extent necessary for Company to utilize your submission, you hereby grant Company an irrevocable, perpetual. world-wide license to use the idea and any associated intellectual property in any manner, in any medium now known or hereafter developed, without compensation to you.

Third Party Links: This Website may contain links to other Websites not maintained by us. Other Websites may also reference or link to our Website. We encourage you to be aware when you leave our Website and to read the terms and conditions and privacy statements of each and every Website that you visit. We are not responsible for the practices or the content of such other Websites.

WARRANTIES

No Warranties: WHILE COMPANY USES REASONABLE. EFFORTS TO INCLUDE UP-TO-DATE INFORMATION ON THE WEBSITE. EXCEPT FOR THE EXPRESS WARRANTIES STATED ON OUR WEBSITE. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESSl OF INFORMATION ON THE WEBSITE.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE, IS PROVIDED “AS IS” AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY. KIND WHATSOEVER FOR THE CONTENT ON THE WEBSITE. FURTHER, TO THE FULLEST EXTENT. PERMISSIBLE BY LAW, COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR THE USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.

IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER. EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH. SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT. DAMAGES EXCEEDING. THE GREATER OF THE FEES YOU PAID TO COMPANY FOR PRODUCTS AND SERVICES IN THE TWELVE MONTHS PRECEEDING THE CLAIM OR ONE HUNDRED UNITED STATES DOLLARS.

Changes

Changes: All information posted on the Website is subject to change without notice. In addition, these Terms and Conditions may be changed at any time without prior notice. We will make such changes by posting them on the Website. You should check the Website for such changes frequently. Your continued access of the Website after such changes conclusively demonstrates your acceptance of those changes.

Indemnification

Indemnification: You agree to indemnify, defend and hold harmless Company, its employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners and representatives from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to (i) your use of the Website, (ii) any breach by you of any of these Terms and Conditions, (iii) any violation of applicable law.

Severability

Severability: If any part of these Terms and Conditions shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms and Conditions, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

Waiver

Waiver; Remedies: The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms and Conditions by you shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms and Conditions. The rights and remedies of Company under these Terms and Conditions and any other applicable agreement between you and Company shall be cumulative, and the exercise of any such right or remedy shall not limit Company’s right to exercise any other right or remedy.