Terms and Conditions of Use

Acceptance of Terms and Conditions of Use; Ownership of Site These Terms and Conditions of Use (the "Terms of Use") apply to the Seiki web site located at www.seikiworld.com, and all associated sites linked to www.seikiworld.com by Seiki Digital, Inc., its subsidiaries and affiliates (collectively, "Seiki"), including Seiki sites around the world (collectively, the "Site"). The Site and the Seiki Digital, Inc. and design trademark are the property of Seiki Digital, Inc. and its licensors. BY USING THE SITE, YOU AGREE TO THESE TERMS AND CONDITIONS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE. Seiki reserves the right, at any time, in its sole discretion, to change, modify, add or remove portions of these Terms of Use. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes means you accept and agree to the changes. As long as you comply with these Terms of Use, Seiki grants you a revocable, personal, non-exclusive, non-transferable, limited privilege to enter and use the Site. Content All materials on this Site, including without limitation text, audio, graphics, user interfaces, visual interfaces, photographs, images, trademarks, logos, sounds, music, artwork and computer code (collectively, "Content") and the arrangement thereof is owned, controlled or licensed by or to Seiki, and is protected by copyright, trademark, trade dress, patent laws and various other intellectual property rights and unfair competition laws. Except as expressly provided in these Terms of Use, no part of the Site and no Content may be used, copied, reproduced, republished, uploaded, linked, displayed or distributed in any way to any other computer, Web site, medium for publication, broadcast or distribution or for any public, business or commercial purpose, without Seiki's express prior written consent. If you would like permission to use any of the Content, please e-mail us at info@seikiworld.com. You may use information on Seiki Digital, Inc.'s products and services purposely made available by Seiki Digital, Inc. for downloading from the Site, provided that you: (1) Do not remove any notices or proprietary language related to such documents and information; (2) Use such information only for non-commercial informational purposes and do not copy or post such documents or information on any server, computer network or broadcast it in any media; (3) Do not alter or modify any such documents or information; and (4) Do not make any additional representations or warranties relating to such documents or information. You may not use any device, program, algorithm or methodology or any similar process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way broadcast, reproduce or bypass the structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. You also agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person's use of the Site. Purchases; Other Terms and Conditions Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Site, including contests, promotions or other features, all of such terms are made a part of these Terms of Use and incorporated herein by reference. You agree to abide by such other terms and conditions, including as applicable, representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between the Terms of Use and the terms posted for or applicable to a particular section of the Site or for any service offered on or through the Site, the specific terms related thereto shall control your use of that portion of the Site or specific service. Seiki's obligations, if any, with regard to its products and services are governed solely by the specific agreements pursuant to which they are offered, and nothing on this Site should be construed to alter such agreements. Seiki reserves the right to make changes to any Content, including without limitation products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be unavailable in certain areas or countries or out of date, and Seiki makes no commitment to update the materials on the Site with respect to such products and services. Privacy Policy Seiki's Privacy Policy also applies to use of this Site, and its terms are incorporated herein by reference. Click here to view Privacy Policy. Internet transmissions and transactions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special message that a particular transmission is encrypted. Links This Site may contain links to other Internet sites on the World Wide Web ("Linked Sites"). These Linked Sites are provided solely as a convenience to you, and Seiki is not responsible for the content of such Linked Sites. In addition, Seiki does not approve, endorse or recommend such Linked Sites. You will need to make your own independent judgment regarding your use and interaction with these Linked Sites. Seiki disclaims all warranties, express or implied, as to the accuracy, legality and reliability of such Linked Sites. Service Providers Seiki may utilize third parties to provide or perform certain services and functions on the Website and services described on the Site. For example, Seiki may use a Web site tracking evaluation firm to analyze Visitor and Party's use of the Site, and Seiki may use third party suppliers to provide certain functionality and services provided Seiki. Seiki will make information concerning Visitors and Parties and their use of the Site and Seiki products and services available to these service providers and business partners, as necessary, to perform these functions and services. The service providers may be located throughout the world; therefore information relating to Visitors and Parties may be sent worldwide to countries which have a different level of privacy protection to the U.S. or a Visitor's or Party's country of residence. Transfer of Information In the event of a sale, merger, consolidation, reorganization, liquidation, dissolution, change of control or sale or transfer of the substantial assets of Seiki, information collected via or stored on the Site or with Seiki may be sold, assigned or transferred to a party acquiring all or substantially all of the equity and/or assets of Seiki related to the Site. Seiki may also transfer such information to its subsidiaries and affiliates involved in the operation of the Site or Seiki.

Disclaimer of Warranties and Damages; Limitation of Liability YOUR USE OF THIS SITE AND ANY LINKED SITE IS AT YOUR OWN RISK. THIS SITE (INCLUDING ALL CONTENT, SERVICES AND FUNCTIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW WITH REGARD TO THE CONTENT ON THIS SITE, SEIKI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (1) FOR THE ACCURACY, MERCHANTIABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY CONTENT PUBLISHED ON OR AVAILABLE ON OR THROUGH THE SITE; AND (2) THAT THE SERVER THAT MAKES THIS SITE AVAILABLE IS FREE OF VIRUSES OR OTHER COMPONENTS THAT INFECT, HARM OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OF YOUR PROPERTY WHEN YOU ACCESS, BROWSE, DOWNLOAD FROM OR OTHERWISE USE THIS SITE. THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. SEIKI DISCLAIMS ANY AND ALL LIABILITY FOR ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY SERVICES OFFERED THROUGH THE SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO SEIKI'S OWN NEGLIGENCE, SHALL SEIKI BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DMAGES RELATED TO (A) THE USE OF THIS SITE, (B) THE INABILITY TO USE THIS SITE, OR (C) ERRORS OR OMISSIONS IN THE CONTENT AND FUNCTIONS OF THIS SITE, EVEN IF SEIKI OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST SEIKI FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS AN AGREED UPON CONDITION OF YOUR USE. If, notwithstanding the other provisions of these Terms of Use, Seiki is found to be liable to you for any damages or losses that arise out of or are in any way connected with your use of the Site or any Content, Seiki Digital, Inc.s liability shall in no event exceed the greater of (1) the total of any subscription or similar fees paid with respect to any service or feature on the Site during the six months prior to the date of the initial claim made against Seiki Digital, Inc., or (2) US$100.00. The above disclaimer applies to any losses, damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action. Seiki Digital, Inc. reserves the right, but is not obligated, to do any of the following, at any time, without notice: (1) Modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) Modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) Interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction or other changes. Indemnity You agree to indemnify, defend and hold Seiki Digital, Inc. and all of its agents, owners, directors, officers, employees, information providers, licensors, licensees and affiliates (collectively, "Indemnified Parties"), harmless from and against any and all liabilities and costs (including, without limitation, attorneys' fees and costs), incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms of Use. You will cooperate as fully as reasonably required in Seiki's defense of such claims. Seiki reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without the written consent of Seiki Digital, Inc. Violations of Terms of Use Seiki Digital, Inc. may disclose any information we have about you (including your identity) if it determines that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with Seiki's property or rights, or the property or rights of customers, visitors, users or Content providers of the Site. Seiki reserves the right to disclose any information that Seiki deems necessary to comply with any applicable law, regulation, legal proceeding or governmental request. In addition, Seiki Digital, Inc. may disclose your information if Seiki determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes. Seiki Digital, Inc.'s Privacy Policy also applies to use of this Site, and its terms are incorporated herein by reference. Click here to view Privacy Policy. You agree that Seiki Digital, Inc. may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site for any or no reason, including without limitation if Seiki Digital, Inc. determines that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You agree that Seiki will not be liable to you or to any third party for termination of your access to the Site. You also agree that any violation by you of these Terms of Use constitutes an unlawful and unfair business practice, and will cause irreparable harm to Seiki Electronics, for which monetary damages would be inadequate. In addition to any other remedies Seiki may have at law or in equity, you consent to Seiki Digital, Inc. obtaining any injunctive or equitable relief as Seiki Digital, Inc. deems necessary or appropriate under such circumstances. Governing Law You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of Minnesota without regard to its conflict of laws provisions. You agree to the personal jurisdiction and venue in the state and federal courts located in Hennepin County, Minnesota, and waive any objection to such jurisdiction or venue. Void Where Prohibited The Site is administered by Seiki Digital, Inc. from its location in Minneapolis, Minnesota, USA; other Seiki sites may be administered and operated from various other locations. Although the Site is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use in all areas. Seiki reserves the right to limit, in its sole discretion, the availability and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws. If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and Seiki with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and Seiki Digital, Inc. with respect to such use are hereby superseded and cancelled. Seiki's failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by Seiki Digital, Inc. of any provision or any right Seiki has to enforce these Terms of Use. User Feedback Any feedback you provide shall be deemed to be non-confidential. You agree that Seiki shall be free to use such information on an unrestricted basis. Copyright If you believe that you have been defamed in some manner by the Site or your own work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information in writing: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest or the person defamed, along with your address, phone number and email address; (b) a description of the defamatory material, or the copyrighted work that you believe has been infringed, and a description of where the material that you claim is defamatory or infringing your rights is located on the Site; (c) a statement by you that you have a bona fide, good faith belief that the defamatory activity has occurred or that the use by a third party of your proprietary rights is not permitted by the copyright owner or by law; and (d) a statement that the information provided is accurate and that, under penalty of perjury, you are the allegedly defamed party or the copyright owner or authorized agent to act on the copyright owner's or allegedly defamed person's behalf. Seiki's Copyright Agent to receive the foregoing information related to copyright infringement or defamation on the Site is: webmaster@Seikielectronics.com Attention: Chief Operating Officer.

Invoice Disclaimer The purchase price for payment for any Products shall be made within the accepted term described on this invoice and subject to prior credit approval. In addition to any other right or remedy it may have, Seiki Digital, Inc. shall be entitled to interest at a rate equal to the lesser of 1 1/2% per month and the maximum allowed by law on all overdue payments plus all costs and expenses of collection. Purchaser shall be responsible for all applicable taxes, duties and fees required. Prices and other terms and conditions are subject to change by Seiki Digital, Inc. upon written notice. Product may be resold only in Purchaser's normal course of business. Purchaser shall not pledge or otherwise encumber the Product until paid in full. Purchaser agrees to immediately report to Seiki Digital, Inc. (a) any seizure or attachment of the Product by Purchaser's creditors, (b) any petition in bankruptcy, insolvency receivership or similar proceeding filed by, or against, Purchaser or (c) any arrangements, composition or similar agreement for benefit of Purchaser's creditor's.