Set forth below are the terms of use (“Terms of Use”) governing the Circuits Central website located at, or linked to through, the root URL www.circuits-central.com, which may expand or change from time to time (the “Website”). As used herein, the term “Circuits Central” refers to Circuits Central Inc., the sole owner and operator of the Website. The term “you” or “your” refers to an individual, representing yourself or, if applicable, acting as legal representative for a group, business entity or corporation.

CAREFULLY READ THE TERMS OF USE. BY AVAILING YOURSELF OF THE WEBSITE OR RELATED SERVICES, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AS SUCH TERMS MAY BE MODIFIED FROM TIME TO TIME AS DESCRIBED BELOW.

  1. ACCEPTANCE OF TERMS OF USE

By using the Website, you agree to be bound by all terms and conditions contained in the Terms of Use. If you do not agree with the Terms of Use at any time, you will discontinue your use of the Website.

Circuits Central reserves the right to update or revise the Terms of Use at its discretion and without notice. You are responsible for checking the Terms of Use periodically for changes. You can review the most current version of the Terms of Use at any time at: www.circuits-central.com/terms-conditions/ .If you continue to use the Website following the posting of any changes to the Terms of Use, you agree to be bound by these changes.

In addition, when using particular Circuits Central services, you shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms of Use.

The material that appears on the Website is for informational purposes only. Despite our efforts to provide useful and accurate information, errors may appear from time to time. Before purchasing or subscribing to any goods or services you have read about on the Website, you should confirm with the vendor any information (including the price) that is important to your purchasing decision. Circuits Central is not responsible nor makes any warranty or endorsement regarding any goods or services purchased from third parties (“Third Party Service Providers”) through the Website. We are also not responsible for controlling the goods or services provided by Third Party Service Providers, or losses that you may incur while dealing with Third Party Service Providers. If a situation arises from a disputed transaction between you and the Third Party Service Providers, Circuits Central cannot and will not become involved due to the fact that we are neutral facilitators and have no control of the transaction between you and the Third Party Service Providers.

  1. DESCRIPTION OF SERVICE

Circuits Central provides various services including but not limited to electronics manufacturing, consulting on electronics design and engineering services (the “Services”). With respect to transactions between users and Third Party Service Providers, while Circuits Central may recommend certain Third Party Service Providers to users, Circuits Central is not directly involved in the actual transactions between users and Third Party Service Providers and you understand that the price and any other terms of any sale remain subject to direct negotiation between the user and the Third Party Service Provider. You further understand and agree that Circuits Central has no control over the truth, accuracy, quality, legality, or safety of goods or services provided by Third Party Service Providers. You understand and agree that Circuits Central cannot and does not confirm or verify the identity, background, qualifications, or abilities of users, Third Party Service Providers, and the like. Therefore, we recommend that you be careful and exercise common sense and good judgment when dealing with any Third Party Service Provider.

  1. CUSTOMERS

By creating a user account or by providing personal information about yourself to Circuits Central, you are designating yourself as a “Customer”. “Customers” are entities that are potentially interested in obtaining services provided by or through the Website.

The Website provides a venue whereby Customers can view information and/or services that may be of interest to them, and the information that is available to contact the service provider. We do not control the actual transactions between Customers and Third Party Service Providers.

  1. USER REGISTRATION OBLIGATIONS

In consideration of your use of the Website, where applicable, you agree to:

(a) provide true, accurate, current and complete information about yourself as prompted by the registration form provided on the Website (such information being the “Registration Data” or “Profile Data”); and

(b) maintain and promptly update the Registration Data or Profile Data to keep it true, accurate, current and complete.

If you provide any information that is untrue, inaccurate, not current or incomplete, or Circuits Central has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Circuits Central has the right to suspend or terminate your user account and refuse any and all current or future use of the services (or any portion thereof) provided by the Website.

  1. USER ACCOUNT

If applicable, you will receive an account designation, along with its associated User ID and Password, upon completing the registration process. You are responsible for maintaining the confidentiality of your User ID and Password, and you are fully responsible for all activities that occur under your account. You agree to immediately notify Circuits Central of any unauthorized use of your account or any other breach of security and to ensure that you exit from your account at the end of each session. Circuits Central cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.

  1. USER CONDUCT

You shall use the Website for lawful purposes only. You shall not post or transmit via the Website any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Info Texture’s express prior approval, contains advertising or any solicitation with respect to goods or services.

Although Circuits Central cannot monitor every comment posted on the Website, it reserves the right, but assumes no obligation, to delete, move, or edit any postings that it deems are either unacceptable or inappropriate, whether for legal or other reasons. In addition, if we feel that a user abuses the Website in any way, we reserve the right to share certain information with third parties. Abuses include (but are not limited to) possible copyright infringement, possible libel and slander, and possible credit card fraud.

If you believe that your intellectual property right has been infringed, or you have been defamed, please provide Info Texture with the following information in writing:

(a) a description of the intellectual property that you claim to be infringed, or a description of the defamatory statements made against you;

(b) a description of the location of the material that you claim is infringing or defamatory;

(c) a statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the intellectual property or its agent and is not otherwise authorized by law, or that the defamatory statements are false and has harmed your reputation;

(d) your address, telephone number and email address;

(e) a statement by you that the abovementioned information is accurate; and

(f) your signature.

Such claims can be sent to:

Circuits Central Inc.

info@circuits-central.com

  1. WEBSITE CONTENT

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. You understand that by using the Services provided by or through the Website, you may be exposed to Content that is offensive, indecent or objectionable.

Under no circumstances will Circuits Central be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available through the Website. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including Third Party Service Providers, and/or users are those of the respective author(s) or distributor(s) and not of Circuits Central.

Circuits Central does not confirm or verify if a professional claiming to be a professional or claiming to be qualified to provide professional advice is in fact licensed or otherwise qualified to provide the services or advice being requested. You are solely responsible for the retrieval and use of the Content, transactions, products or services available on or through the Website. You should apply your own judgment in making use of the Content, including, without limitation, the use of the Content as the basis for any conclusions or for the sale or purchase of any products or services or other transactions.

  1. THIRD PARTY CONTENT

Circuits Central may provide links to other websites or resources. Because Circuits Central has no control over such websites and resources, you acknowledge and agree that Circuits Central is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that Circuits Central shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by, or in connection with, the use of or reliance on any such content, goods or services available on or through any such website or resource.

  1. DEALINGS WITH THIRD PARTY SERVICE PROVIDERS

Your correspondence or business dealings with, or participation in the promotions of, Third Party Service Providers found on the Website or through Circuits Central, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Third Party Service Provider. You agree that Circuits Central shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such Third Party Service Providers on the Website.

  1. PRIVACY POLICY

Registration Data and certain other information about you are subject to our Privacy Policy. For more information, see our full privacy policy at: www.circuits-central.com/privacy-code/.

  1. MINORS

Minors under the age of eighteen are not eligible to use the services provided by Circuits Central or to register for any accounts.

  1. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that Circuits Central may establish general practices and limits concerning use of the Website and related services, including, without limitation, the maximum number of days that messages will be retained by the Circuits Central, the maximum number of messages that may be sent from or received by a user account, the maximum size of any message that may be sent from or received by a user account, and the maximum disk space that will be allotted on Circuits Central servers on your behalf. You agree that Circuits Central has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Website. You acknowledge that Circuits Central reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Circuits Central reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

  1. MODIFICATION OF TERMS AND CONDITIONS

From time to time Circuits Central may modify these Terms of Use in its sole discretion. When such modification is made, Circuits Central will post a revised version of these Terms of Use on the Website. Modifications will be effective when they are posted. Circuits Central is not required to provide you with notification that any such modification has been made. It is your responsibility to review these Terms of Use from time to time to be aware of any such modifications. Each time you log on to the Website, you will be deemed to have accepted any such modifications.

  1. MODIFICATIONS TO SERVICE

Circuits Central reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any of its services with or without notice. You agree that Circuits Central shall not be liable to you or to any third party for any modification, suspension or discontinuance of such services.

  1. TERMINATION OF ACCESS

Circuits Central, in its sole discretion, may terminate your user account (or any part thereof), including your use of the Website, for any reason, including, without limitation, (a) lack of use, (b) if Circuits Central believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Use, (c) requests by law enforcement or other government agencies, (d) a request by you for deletion, (e) discontinuance or material modification to the Website or any part thereof, (f) unexpected technical or security issues or problems, (g) in compliance with legal processes, (h) if you have, or we believe you have, engaged in illegal activities, including without limitation, fraud, and/or (i) non-payment of any fees owed by you in connection with the Website. You acknowledge and agree that any termination of your access to the Website under any provision of these Terms of Use may be effected without prior notice and that Circuits Central may immediately deactivate or delete your user account and all related information and files associated with or stored in your user account and/or bar any further access to such files, the Website or related services. Further, you agree that Circuits Central is not liable to you or any third party for termination of your user account or access to the Website.

  1. TRADE-MARK INFORMATION

Circuits-central.com, the Circuits Central logo, and other brand names and logos associated with Circuits Central are trade-marks of Circuits Central. All other company names, brand names and logos used on the Website are the trade-marks of their respective owners. You agree not to display or use in any manner any of the trade-marks without express written permission from Circuits Central or the trade-mark owner.

  1. COPYRIGHT INFORMATION

All Content contained on the Website is protected by various copyright laws. You agree not to reproduce, republish or redistribute any Content, including, but not limited to, caching, framing and similar means, without express written permission of the copyright owner. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify us immediately.

  1. WARRANTY DISCLAIMER

YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND ITS SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Circuits Central MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE OR ANY MATERIALS THEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OR PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, Circuits Central MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. Circuits Central WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OPINION, ADVICE, INFORMATION OR OTHER CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH OR OTHERWISE AVAILABLE THROUGH THE WEBSITE. UNDER NO CIRCUMSTANCE WILL Circuits Central BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.

  1. LIMITATION OF LIABILITY

By availing yourself of the Website or its Services, you agree to release and hold Circuits Central and the employees, officers, directors, shareholders, agents, representatives of Circuits Central, its affiliates, subsidiaries, any entity controlling, controlled by or under common control with Circuits Central, and legal advisers (collectively “Circuits Central Affiliates”) harmless from any and all losses, damages, rights, claims and actions of any kind arising from or related to the Website or its Services including but not limited to: (a) telephone, electronic, hardware or software, network, Internet or computer malfunctions, failures or difficulties of any kind; (b) failed, incomplete, garbled or delayed computer transmissions; (c) any condition caused by events beyond the control of Circuits Central that may cause the Website or its Services to be disrupted or corrupted; (d) any injuries, losses or damages of any kind arising in connection with or as a result of your use of the Website or its Services; (e) the quality of any products, services, information, or other material purchased or obtained by you through the Website will meet your requirements or expectations; (f) any defects or errors will be corrected; or (g) any printing or typographical errors in any materials associated with the Website or its Services. In addition, you agree to defend, indemnity and hold Circuits Central Affiliates harmless from any claim, suit or demand, including reasonable legal fees, made by a third party due to or arising out of your utilizing the Website or its Services, your violation or breach of these Terms of Use, your violation of any rights of a third party, or any other act or omission by you. IN NO EVENT WILL Circuits Central BE LIABLE FOR ANY INDIRECT, STATUTORY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE ARISING OUT OF YOUR AVAILMENT OF MATERIALS (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF Circuits Central WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. GENERAL PROVISIONS

You agree to comply with all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside. Your correspondence or business dealings with, or participation in promotions of or with parties found on or through the Website, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations applicable to such dealings, are solely between you and such parties. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software.

These Terms of Use are governed in all respects by the laws of the province of Ontario and the federal laws of Canada as such laws are applied to agreements entered into and to be performed entirely within Ontario between Ontario residents. You agree that notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to the Terms of Use shall be resolved by binding arbitration held in Toronto, Ontario and before a single arbitrator, who is independent of the parties, legally trained and experienced in the field of information technology, in accordance with the Arbitration Act, 1991, S.O. 1991, c. 17.

If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Circuits Central’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. These Terms of Use set forth the entire understanding and agreement of the parties as to the subject matter hereof and supersede all prior proposals, discussions or agreements with respect thereto. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

  1. ARBITRATION

Any dispute between Circuits Central and a user or visitor of the Website shall be settled by arbitration and shall be final and binding arbitration pursuant to the Arbitration Act, 1991, S.O. 1991, c. 17, except as such provisions are modified herein. The arbitration proceedings shall be held in Toronto, Ontario and the language of arbitration shall be English. All disputes referred to arbitration shall be governed by the substantive laws of the Province of Ontario and the federal laws of Canada applicable herein. Every award of the arbitrator shall be final and binding on the parties, not subject to appeal. The arbitration shall be kept confidential and the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the parties, their legal counsel, experts and consultants and any person necessary to the conduct of the proceeding. Nothing in this section shall limit the right of any party to seek extraordinary recourses in courts of competent jurisdiction, including, but not limited to, specific performance, seizures before judgment and injunctions, unless the recourse sought is in conflict with a dispute finally resolved in accordance with this section.

  1. NO AGENCY

There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and Circuits Central or between Circuits Central and any other user of the Website.

  1. ENTIRE AGREEMENT

These Terms of Use contain the entire agreement between you and Circuits Central and govern your use of the Website and supersede any and all previous agreements, written or oral, between the parties relating to the subject matter hereof. You may also be subject to additional terms and conditions that may apply when you use or purchase certain goods or services from Circuits Central or Third Party Service Providers.

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