All World Terms of Service 

PLEASE READ THIS ENTIRE ALL WORLD, LLC TERMS OF SERVICE ("Terms of Service") CAREFULLY, AS THEY FORM A LEGALLY BINDING AGREEMENT BETWEEN THE PERSON, ORGANIZATION OR ENTITY WHO IS LISTED ON THE ALL WORLD ACCOUNT ACTIVIATION PAGE (a “Registered User” or “you") AND ALL WORLD LLC, A MINNESOTA LLC WITH ITS PRINCIPAL PLACE OF BUSINESS AT CHANHASSEN, MINNESOTA, U.S.A. (“All World” or “we” or “us”).  Please print a copy of these Terms of Service for Your records.

You must agree to the terms and conditions in this these Terms of Service All World will permit you to access the Services (defined below under “Terms of Service”) through the All World Site (defined below under “Membership Eligibility”). Your electronic acceptance of these Terms of Service constitutes an offer to All World.  BY ELECTRONICALLY ACCEPTING THE TERMS OF SERVICE BELOW, THE PERSON ELECTRONICALLY DOING SO REPRESENTS AND WARRANTS THAT HE/SHE HAS THE AUTHORITY TO BIND YOU TO THE TERMS OF SERVICE.  The commencement of All World's performance of its obligations hereunder shall constitute All World's acceptance of this agreement, and upon commencement of such performance these Terms of Service shall form a binding agreement between the parties.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, You and All World agree as follows:

TERMS OF SERVICE

All World may amend these Terms of Service at any time by posting the amended terms on our website, www.allworldautomotive.com (the “Site”).  These amended terms shall automatically be effective when posted on our Site.  You will receive notice of any amended Terms of Service and be requested to agree to them the first time you login after they terms are posted on the Site.  This Agreement may not be otherwise amended except in a writing signed by you and All World, Inc. The last revision date for these Terms of Service is September 10, 2010.

1.Membership Eligibility.
We offer two types of services, “Free Services” and “Fee Services” (collectively the “Services”)  Our Services are available only to individuals who can form legally binding contracts under applicable law. If you do not qualify and we discover this, we reserve the right to stop providing you Services and prohibit you from any access to any data in your account, Our Services are not available to any Registered User who has been temporarily or indefinitely suspended for violations of these Terms of Service.

2.Fees and Services.

Joining and posting items on the Site is free (the “Free Services”). We earn the money necessary to keep this site operating by the fees we charge for bringing willing sellers together with willing buyers of automotive parts (the “Fee Services”).  We charge you fees for lead contacts, which fees are listed on our Fees page. Fees are subject to change and changes to fees (including fees for lead contacts) are effective as soon as they are posted on the Site.

We may choose to temporarily change our Fees and the fees for our Services for promotional events (for example, free listing days).  Such changes are effective when we post the temporary promotional event on the Site. We may, in our sole discretion change some or all of our Services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using our service and Site plus all applicable taxes.

3.All World is Only a Venue.

3.1 Overview. Our Site acts as the venue for sellers to list items (or, as appropriate, solicit offers to buy) and for buyers to bid on items. We are not involved in the actual transaction between buyers and sellers.

3.2  Quality Control.  We have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to buy items. We cannot ensure that a buyer or seller will actually complete a transaction.

3.2 Safe Trading. Because user authentication on the Internet is difficult, All World cannot verify each and every user's purported identity with 100% accuracy.  Prior to completing a transaction with another Registered User, we encourage you to communicate directly with potential trading partners and make your own informed business decision based on your direct interaction with the potential trading partner.  For example, while we strive to keep persons who are not legally permitted to use our Site off of the site (including underage users and users located in countries such as Iran, North Korea and Cuba), some people may circumvent the methods we use to attempt to accomplish this goal.

3.3 Information Control. We do not control the information provided by other users, which is made available through our Site. You may find other users’ information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using our site. Please note that there are potential further additional legal risks and potential costs (shipping and currency conversion, among others) of dealing with/in products shipped to or from foreign countries.  There is also an inherent risk you may be dealing with people acting under false pretenses, including minors posing as adults.  (See Safe Trading in 3.2 above.)

4. Listing and Selling.

4.1 Listing Description. You may list items you own for sale on our Site (Your “Products”).  Product Listings may only include text descriptions, graphics, pictures, or documents you supply to our site (or that you link to from our site) that describe your item for sale (or as appropriate, for which are soliciting offers to buy). All listed items must be listed in an appropriate category.

4.2 Fraud. Without limiting any other remedies, All World may suspend or terminate your account if you are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with our site.  We also reserve the right to suspend or terminate your account if we determine, in our sole discretion, that you have violated any of the Terms of Service, or otherwise conducted yourself as a member in a way we determine is potentially harmful to our Site or to any other User(s).

4.3 Manipulation. Neither buyers nor sellers may manipulate the price of any item nor may you interfere with other users’ listings.

5.Your Information.
"Your Information" is defined as any information you provide to us or other users in the registration, bidding or listing process, in any public message area or through any email feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. With respect to Your Information (or any items listed therein), it SHALL NOT:
(a) be false, inaccurate or misleading;
(b) be fraudulent or involve the sale of counterfeit or stolen items;
(c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(d) violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising);
(e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
(f) contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
(g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and
(h) link directly or indirectly to include descriptions of goods or services that:
(1) are prohibited under this Agreement;

 (2) you do not have a right to link to or include.

Furthermore, you may not list any item on our Site (or consummate any transaction that was initiated using our Service) that, by paying to us the listing fee or the final value fee, could cause us to violate any applicable law, statute, ordinance or regulation.

5.2 You shall supply us with a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have respect to Your Information. All World will only use Your Information in accordance with our Privacy Policy.

6. PROMISES TO ALL WORLD 

You make the following promises, representations, warranties and covenants to All World:

6.1. Any descriptions You provide for Your Products that will be displayed on the All World Site are accurate, and are not in violation of, and will not violate, any applicable laws or regulations concerning advertising claims or other forms of consumer protection laws.

6.2. You have the right to enter into these Terms of Service, and that the person accepting these Terms of Service on Your behalf is of legal age and has the authority to contractually bind You to these Terms of Service, or by accepting All World's value added reseller services, You ratify that person's binding of You to these Terms of Service.  If that person is not so authorized, that person agrees that he or she is also personally responsible for whatever is done on Your account under these Terms of Service.

6.3. All of the information You entered during the All World sign-up process is correct as of the time You entered it. You also promise that You will update any of that information when it has changed by updating Your online account interface. You can access Your registration information on Your Account page.

6.4. Anyplace You promote the sale of Your Products where You provide Purchasers with a hyperlink or other means to reach the All World Site (whether on a Web site, e-mail, on paper or any other means), You will not display any inaccurate or misleading information concerning Your identity, location, or Products, or All World's status as a mere venue by which you communicate with others who may wish to enter into transactions with you. 

6.5 You will not engage in deceptive trade practices, market to Purchasers who have not affirmatively consented to receive solicitations from You, or otherwise violate any laws, rules or regulations applicable to the sale of Your Products and the conduct of Your business.

6.6. You shall not any time hold All World (including its parents, subsidiaries, partners or affiliates) or its employees, officers, directors or shareholders up to public scorn, ridicule or defamation.

If You ever have reason to believe there is any reason these promises, representations, warranties and covenants are not true, now or in the future, You promise to promptly tell All World.

7. RESERVED RIGHTS; DISCLAIMER OF WARRANTIES

7.1. All World is permitted to display in any post-purchase pages and communications (including without limitation any thank you page, confirmation page, confirmation e-mail) information of All World's choosing, including in All World's sole discretion cross-sells, up-sells and other marketing opportunities offered by third-party advertisers.  You grant to All World and any such third-party advertiser a right and license to use Your site URL and Your name, trademarks and logos in connection with such marketing.

7.2. All World's trademarks, service marks and business names (All World's "Trademarks") are owned or licensed solely and exclusively by All World. You may not make any press release regarding these Terms of Service, or use All World's name or logo to refer to All World, or use All World's Trademarks, without All World's express prior written consent to do so.  All of Your use of All World's Trademarks shall inure to All World's benefit. You agree, upon All World's demand, to promptly stop or alter any of Your uses of All World's Trademarks which All World deems to be improper or which may have the potential to put All World's Trademark rights at risk.

7.3. All World provides its Services to You on an "AS-IS" basis and makes no promises as to the percentage up-time or that the All World Site will operate completely without error. ALL WORLD MAKES AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE QUALITY OF THE ALL WORLD SITE, THE ADDITIONAL SERVICES, AND THE OTHER SERVICES PROVIDED BY ALL WORLD PURSUANT TO THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.4. LIMITATION OF LIABILITY 
Except for any obligations All World has to pay You the amounts in Your account that are owed to You (less any applicable offsets of amounts due to All World), You agree that Your sole remedy for any breach of these Terms of Service by All World is for You to terminate these Terms of Service.  UNDER NO CIRCUMSTANCES SHALL ALL WORLD'S AGGREGATE LIABILITY TO YOU UNDER THESE TERMS OF SERVICE OR ARISING OUT OF ALL WORLD'S RELATIONSHIP WITH YOU UNDER THESE TERMS OF SERVICE, REGARDLESS OF HOW THE LIABILITY ARISES, EXCEED THE GREATER OF FIVE HUNDRED DOLLARS ($500.00) OR THE NET AMOUNT ACTUALLY REALIZED BY ALL WORLD UNDER THESE TERMS OF SERVICE FOR THE PREVIOUS SIX (6) MONTHS. ALL WORLD SHALL NOT HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON OR ORGANIZATION FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OR INTERRUPTION OF BUSINESS), WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS.  THE LIMITATIONS UPON DAMAGES AND CLAIMS SET FORTH IN THESE TERMS OF SERVICE ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS OF SERVICE HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN, AND FORM A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ALL WORLD.

8. YOU INDEMNIFY US FOR CERTAIN LOSSES
You shall indemnify and hold harmless All World, its parents, subsidiaries and/or affiliates, together with their officers, employees, directors, successors and assigns, as such, from and against any liabilities, claims, actions, suits, proceedings, judgments, losses, damages, costs and expenses, including reasonable attorneys' fees, resulting from any claim (the "Indemnified Claims") that are made by a third party, including without limitation by an Purchaser, that arise from, result from, or relate to:
a. Any claim that Your Products advertised on the Site, or Your Site(s), violates a patent, copyright, trademark, trade secret or other intellectual property right of any third party recognized under the laws of any jurisdiction where Your Products are offered for sale, or where Your Site(s) may be directed for viewing;
b. Any claim that any of Your Products and/or Your site(s) are defamatory, slanderous, or in violation of the rights of privacy or publicity of any person where such claims are recognized under the laws of any jurisdiction where Your Products are offered for sale or to where Your Products are fulfilled, or where Your site(s) may be directed for viewing;
c. Any claim that Your Products have not been fully tested under applicable laws, rules and regulations (including without limitation the regulations promulgated by the Consumer Product Safety Commission), or that the sale of such Products in and of itself violates any applicable laws, rules and regulations (including without limitation any applicable mandatory safety standards);
d. Product warranty claims;
e. Your fulfillment and shipment of Products purchased after presentation on the All World Site, including any failure of a shipment to be delivered due to no fault of All World or the purchaser;
f. Any alleged or actual failure on Your part to comply with Your obligations under these Terms of Service, including without limitation any breach of Your representations or warranties under these Terms of Service; or
g. Personal injury, property damage or product liability, or any grossly negligent or intentionally tortious acts or omissions You commit, in connection with these Terms of Service or the creation, manufacture, delivery or use of Your Products.

All World shall have sole control over its own defense of any Indemnified Claims. You shall reimburse All World upon our demand, on no less than a monthly basis, for any costs we have incurred in defending against any of the Indemnified Claims, and expressly agree that All World may offset such costs against amounts due to You (if any) under these Terms of Service. You shall cooperate, at Your sole cost, with any of All World's reasonable requests made in connection with its defense of Indemnified Claims, including Your personal appearance at official proceedings of courts or administrative agencies, providing sworn testimony, answering written questions under oath, or providing documentary evidence. If You are also a party to any of the Indemnified Claims, You are responsible for providing Your own defense (including providing Your own attorney) at Your own cost.

9. TERM AND TERMINATION

These Terms of Service starts on the date All World acknowledges its acceptance of these Terms of Service, and will continue until terminated.  Either You or All World may terminate these Terms of Service with or without cause by providing the other with thirty (30) calendar days prior notice of its decision to terminate. In the event You are in breach of these Terms of Service or have failed to comply with Your obligations under these Terms of Service, All World may, in its sole discretion, suspend the Services without any obligation to give You prior notice of termination or opportunity to cure.  Neither You nor All World is obligated to continue under these Terms of Service for any period of time, and You should not rely upon whether or not we will continue to permit You to list Your Products on our Site for any period of time. 

Once these Terms of Service have been terminated, (a) You will immediately cease any use of All World's name, logos or Trademarks, and remove any hyperlinks to the All World Site that deal with the sale and/or distribution of Your Products; (b) All World will promptly halt any listing of Your Products; and (c) You will continue to be responsible for any liability that might arise out of any infringement of intellectual property rights, any violation of laws, rules or regulations that may have occurred as a result of Your Products being resold and/or distributed via the All World Site, and any breach by You of the terms of these Terms of Service.

All World's obligation to make payments to You of amounts due to You (if any), All World's holdback and offset rights as described herein, Your obligation to pay All World for any amounts due to All World, and any other provisions of these Terms of Service which, by their terms, require performance after the termination of these Terms of Service, or have application to events that may occur after the termination of these Terms of Service, shall survive the termination of these Terms of Service.

10.            Intellectual Property Infringement Notification

10.1 Notification of Alleged Infringement. To file a infringement notification with us (whether for copyright or other intellectual property rights), you will need to send a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the Digital Millennium Copyright Act to confirm these requirements):

   1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
   2. Identification of the intellectual property right(s), including any copyrighted work claimed to have been infringed, or, if multiple intellectual property rights or copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
   3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly.
   4. Information reasonably sufficient to permit the All World to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
   5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by (a) the owner of the intellectual property rights infringed, or (b) its agent, or (c) the law.
   6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that under Section 512(f) any person who knowingly materially misrepresents that copyrighted material or activity is infringing may be subject to liability for damages. Don't make false claims!

Please also note that the information provided in this legal notice may be forwarded to the person who provided the allegedly infringing content.

10.2            Counter-Notification

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.
When we receive a notification of alleged intellectual property rights (including copyright) infringement, we remove the posting that is the subject of the notification. If you believe your content was misidentified as infringing, you may file a counter‑notification. If you did not have all of the rights to post the material at issue, you MUST NOT submit a counter-notification. (Under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be liable for damages.)
There are two processes for counter-notifications:

• DMCA style counter-notification
• International counter-notification

If the original claim of alleged infringement was submitted under Section 512(c) of the Digital Millennium Copyright Act, you must use the DMCA counter-notification. If the claim is for infringement of any other intellectual property rights, you also must use this format.
International claimants in some countries may submit claims under a slightly different process. In these cases, while the DMCA counter-notification is still acceptable, a user who does not live in the United States may alternatively respond with an international counter-notification.
The chief difference is that the DMCA process requires that the user consent to the jurisdiction of a United States court.

10.2.1            How do I file a DMCA counter-notification?

The process for counter-notifications is governed by Section 512(g) of the Digital Millennium Copyright Act: http://www.copyright.gov/legislation/dmca.pdf. All World has adopted this process for all intellectual property rights claims.
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be liable for damages. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney.
Elements of a DMCA counter-notification
10.2.2            A counter-notification MUST include the following specific elements:

1. Identification of the specific URLs of material that All World has removed or to which All World has disabled access.
2. Your full name, address, telephone number, and email address, and the username of your All World account.
3. The statement: "I consent to the jurisdiction of the Federal District Court for the district in which my address is located, or if my address is outside of the United States, the judicial district in which All World is located, and will accept service of process from the claimant."
4. The statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
5. Signature. A scanned physical signature or a valid electronic signature will be accepted.

10.2.3            Submission
We can only accept a counter-notification directly from the user from whose account a listing has been disabled. For verification, we require that counter-notifications be submitted from the email address associated with the account. Our preferred method of counter-notification submission is email.
10.2.4            What happens next?
After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you expressly consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.
After we send out the counter-notification, the claimant must then notify us within 10 business days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on All World. If we receive such notification we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

10.3            How do I file an International counter-notification?

To file a counter-notification with us, you must provide a written communication that sets forth the items specified below. Please understand that filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers. So, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact a lawyer.
*If you have questions about the originating locale of the complaint against your video, please email copyright@All World.com
Elements of an International* counter-notification
A counter-notification must include the following specific elements:

1. Identification of the specific URLs of material that All World has removed or to which All World has disabled access.
2. Your full name, address, telephone number, email address and the username of your All World account.
3. The statement "I will accept service of process from the person who provided All World with the original copyright complaint or an authorised agent of such person."
4. The statement: "I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
5. Signature. A scanned physical signature or a valid electronic signature will be accepted.

10.3.1            Submission
We can only accept a counter-notification directly from the user from whose account a video has been disabled. For verification, we require that counter-notifications be submitted from the email address associated with the account.
Our preferred method of counter-notification submission is via email.
10.3.2            What happens next?
After we receive your counter notification, we will forward it to the party who submitted the original claim of copyright or other intellectual property infringement. Please note that when we forward the counter notification, it includes your personal information. By submitting a counter notification, you consent to having your information revealed in this way. We will not forward the counter notification to any party other than the original claimant. We may then reinstate the material in question at our discretion.
DISCLAIMER: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THESE MATERIALS FOR INFORMATIONAL PURPOSES ONLY.

11            OTHER TERMS
11.1. No Exclusivity.  Neither You nor All World is obligated to deal exclusively with the other.  You may use other means or companies to sell Your Products, and All World may sell software products provided by others that may be similar to or competitive with Your Products.

11.2. Notices. If You are obligated under these Terms of Service to tell All World something or You wish to give All World legal notice of any kind, You must do so in writing and deliver it by certified mail, postage pre-paid and return receipt requested OR by nationally recognized overnight courier which provides a written proof of delivery, to the following address:  All World, Inc., Attn: General Counsel, 4750 255th Street East, Elko, MN   55020

If All World is obligated under these Terms of Service to tell You something or All World wishes to give You legal notice of any kind, All World may do so by use of any of the addresses You gave to All World through the All World online account interface, including postal mail or e-mail. If any such notice fails to reach You because You gave All World inaccurate address information, All World's notice shall nonetheless be deemed to have been delivered to You.

11.3. Waiver; Severability. No waiver of any provision or breach of these Terms of Service (a) shall be effective unless made in writing, or (b) shall operate as or be construed to be a continuing waiver of such provision or breach.  Any failure by All World to enforce any of its rights under these Terms of Service or any applicable laws shall not constitute a waiver of such right.  The invalidity of non-enforceability of any provision of these Terms of Service, as determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion these Terms of Service shall be construed in all respects as if such invalid or non-enforceable provisions were omitted, and the invalid or non-enforceable provision of these Terms of Service shall automatically be construed as replaced with a valid and enforceable provision which most closely meets or approximates the intent and economic effect of the invalid or non-enforceable provision.

11.4. Governing Law; Venue. These Terms of Service shall be governed by and interpreted under the laws of the State of Minnesota, United States of America, without respect to or application of its conflicts-of-laws provisions. The parties specifically disclaim application of (i) the United Nations Convention on the International Sale of Goods, and (ii) of Article 2 of the Uniform Commercial Code as codified.  If there are any disputes or conflicts related to or arising out of these Terms of Service, You and we shall use reasonable means to resolve the conflict prior to starting any lawsuits or other litigation, including negotiation between management personnel capable of resolving the conflicts. However, in the event either You or we should start any litigation arising out of these Terms of Service, You expressly agree that the litigation will take place exclusively in the state or federal courts located in Hennepin County, Minnesota, United States of America, and You expressly agree that any such court has personal jurisdiction over You. You waive all defenses of lack of personal jurisdiction and forum non-conveniens. Process may be served on either party in the manner authorized by applicable law or court rule.

11.5.  Entire Agreement; Assignment. These Terms of Service sets forth the entire understanding between You and All World with respect to its subject matter, and supersedes any and all prior or contemporaneous proposals, communications, agreements, understandings, negotiations, and representations, whether written or oral, related thereto, which shall have no effect as of the date these Terms of Service becomes effective. You may not assign these Terms of Service, or any of Your rights or obligations under these Terms of Service (whether directly or indirectly, in whole or in part, by operation of law or otherwise) without All World's express prior written permission to do so, and any attempt to assign in violation of the preceding shall constitute an incurable material breach of these Terms of Service and shall, at All World's option, render these Terms of Service null and void. The provisions of these Terms of Service shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

11.6. Relationship of the Parties. These Terms of Service shall not in any respect whatsoever be deemed to create a partnership, joint venture, or other business combination between You and All World. Neither You nor All World shall be obligated by any agreement, representation or warranty made by the other, nor shall You or All World be obligated for damages to any person or organization for personal injuries or property damage directly or indirectly arising out of the conduct of the other party's business or caused by the other party's negligence, willful act, or failure to act. There are no third-party beneficiaries through You under these Terms of Service.

11.7 Electronic Signatures. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICES PROVIDED BY ALL WORLD. Further, You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

11.8. Other. All World is relieved of any obligation to perform under these Terms of Service if we are unable to perform as a result of any reasons or conditions beyond All World's reasonable control.  Notwithstanding any applicable statute of limitations, You and All World agree that any claims for breach of these Terms of Service shall be brought within two (2) years of the date that party first learns of such breach. No provisions in Your purchase orders or other business forms (including by way of example but not limitation, any Statement of Work or Change Order Form) shall modify, supersede or otherwise alter the terms of these Terms of Service.  All World may engage the services of subcontractors or agents to assist All World in the performance of its obligations, and All World will be responsible for the acts and omissions of such subcontractors and agents.

All World, LLC. - April 23, 2018

©Copyright 1998-2018, All World, LLC