Liquid Nitrogen Notice – You are responsible for monitoring your liquid nitrogen storage tank levels and tank operation at all times. ABS may provide liquid nitrogen services to customers as an ancillary service. Such services are provided on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, the ABS Parties shall not be responsible for any loss and/or damages, direct or indirect, arising out contract, tort, or fiduciary duty by providing liquid nitrogen to you. To the extent allowable by law, all liability for the supply, maintenance, or servicing of liquid nitrogen storage tanks is expressly disclaimed by ABS Parties.
Distributors - From time to time, ABS contracts with independent contractors, sales agents, authorized representatives, or other distributors (“Distributors”) from whom you may purchase Products directly. Distributors are not the agents, employees, or servants of ABS and are not authorized to contract for, or on behalf of, ABS. Because ABS does not control the Products after transfer to a Distributor, ABS disclaims all liability for the Products, services, actions, or work provided to you by Distributors.
INDEMNITY. You agree to defend, indemnify and hold all ABS Parties harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees, in any way arising from, related to or in connection with (a) your use of ABS Products;(b) your breach or alleged breach of these Terms; (c) your violation of any third-party right, including any intellectual property right, publicity, confidentiality, property or privacy right; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including all regulatory, administrative and legislative authorities; and (e) any misrepresentation made by you.
TRADEMARKS. Trademarks, logos and service marks displayed on ABS materials, Products, websites, or elsewhere as authorized by ABS are registered and unregistered trademarks of ABS (“ABS Marks”). No license or right to use any ABS Mark is granted by these Terms. Use of the ABS Marks by you is prohibited.
DATA & SOFTWARE. Some Products allow you to download ABS owned or licensed software ("Software") onto your computer or device, which may update automatically. ABS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software, solely in connection with the Products. To the extent any component of the Software is offered under a third-party sub-license, you must use that Software in compliance with the terms and policies of the third-party supplier, in addition to these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Software or Products, attempt to do so, or assist anyone in doing so. As part of ABS’s effort to continually improve its Product offerings, ABS employees or Distributors may collect data or information, including herd performance data, from your technology systems (“Data”). By permitting ABS employees or Distributors to access your Data, you grant ABS a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide license to use the Data for ABS business purposes.ABS understands that maintaining anonymity of your Data is important to your business operations, and will not use your Data in a way that discloses your individual identifying information to the public. Any data, reports, information or intellectual property created, generated or discovered by ABS from the Data (individually or in aggregate) is the sole property of ABS, and no ownership rights in such data, reports, information or intellectual property shall transfer to you or any third-party.
COMPLIANCE WITH LAWS. You agree to comply with all applicable laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including all regulatory, administrative and legislative authorities, including without limitation any anti-corruption and bribery law, policy or regulation, in connection with your purchase or use of the Products and in your dealings with ABS.
Governing law. These Terms are governed by and construed in accordance with the laws of Victoria, Australia. You irrevocably submit to the exclusive jurisdiction of the Federal and State Courts of Victoria, Australia over any claim or matter arising out of or related to these Terms or your purchase or use of ABS products.
waiver, severability & assignment. ABS’s failure to enforce any provision of the Terms is not a waiver of its right to do so later. If a provision is found unenforceable or invalid for any reason, the remaining provisions of the Terms will remain in full force and effect. You may not assign any of your rights under these Terms, and any such attempt shall be void. ABS may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with ABS.
MODIFICATION. ABS may revise these Terms from time to time, and will post the most current version on our website. You are bound by any revision and should review these Terms periodically. If any provision of these Terms is deemed invalid, void, or unenforceable for any reason, that provision shall be severed and shall not affect the validity or enforceability of any remaining provision, and the parties shall substitute for the invalid provision a provision that most closely approximates the intent and economic effect of the invalid provision.
entire agreement & INTERPRETATION. These Terms constitute the entire agreement between you and ABS, and supersede and replace any agreement, terms and conditions, or your purchase order or other ordering document related to the Products, except to the extent that such agreement is in writing, signed by both you and ABS (“Written Contract”). To the extent that the terms of a Written Contract conflict with these Terms, the terms of the Written Contract shall prevail. In the event these Terms differ from terms and conditions on ABS printed forms, these Terms shall prevail. In these Terms, the word “including” shall be deemed to be followed by the words “without limitation.” If these Terms have been translated from English into any other language, and there is a conflict between the English version and the translation, the English language version shall prevail.
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