The goods, products, resources, and/or services (the “Products”) itemized on invoices and/or provided by XR, LLC (the “Company”) may include materials created, designed, manufactured, and/or produced by third parties (each a “Third-Party” and collectively, the “Third Parties”). By accepting Products from the Company, the accepting party (the “Customer”), agrees, understands, and acknowledges the following:  

 

THE COMPANY, ON BEHALF OF ITS AFFILIATES, LICENSORS, SUPPLIERS, AGENTS, AND SUBCONTRACTORS, EXPRESSLY DISCLAIMS (1) ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE SCOPE OR VALIDITY OF ANY INTELLECTUAL PROPERTY RIGHTS CONCERNING THE PRODUCTS; (2) ANY WARRANTY THAT THE DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, SALE, MARKETING OR SALE, OR USE OF THE PRODUCTS OR ANY RELATED INTELLECTUAL PROPERTY RIGHTS BY CUSTOMER WILL NOT INFRINGE UPON ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY; AND (3) ANY PROVIDED IN ANY APPLICABLE PROVISION OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER COMPARABLE LAW OR STATUTE.

 

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE PRODUCTS PROVIDED BY THE COMPANY, INCLUDING THOSE ITEMIZED ON ANY INVOICE ISSUED BY THE COMPANY, ARE FURNISHED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, USEFULNESS, COMMERCIAL UTILITY, ADEQUACY, COMPLIANCE WITH ANY LAW, DOMESTIC OR FOREIGN, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR THE VALIDITY OF ANY INTELLECTUAL PROPERTY CONCERNING OR RELATED TO THE PRODUCTS. WITHOUT LIMITING THE FOREGOING, EXCEPT FOR CLAIMS ARISING FROM FRAUD, WILLFUL MISCONDUCT ON THE PART OF COMPANY, NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE OTHER PARTY OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON SUCH OTHER PARTY OR ANY OTHER PERSON, INCLUDING ANY SUCH LIABILITY ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE MANUFACTURE, USE, OFFER FOR SALE, SALE, OR IMPORT OF ANY PRODUCTS OR THE PRACTICE OF THE INTELLECTUAL PROPERTY LICENSED HEREUNDER; (B) THE USE OF OR ANY ERRORS OR OMISSIONS IN ANY INTELLECTUAL PROPERTY RELATED TO THE PRODUCTS; OR (C) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES CONCERNING ANY OF THE FOREGOING.

 

CUSTOMER HEREBY ASSUMES THE RISK OF INFRINGEMENT ASSOCIATED WITH THE DESIGN, MANUFACTURE, PRODUCTION, SALE, MARKETING OR ADVERTISING FOR SALE, OR USE OF THE PRODUCTS.

 

Please carefully review the policies and practices of the Third Parties and make sure to understand them before engaging in any transaction involving the Products. Complaints, claims, concerns, or questions regarding the Products should be directed to the appropriate Third-Party. 

 

These Terms and Conditions and the sale of any and all Products shall be construed in accordance with and governed by the laws of the State of California, without regard to its conflicts of laws or principles.