1.1 YOU MUST READ THESE JOPRIX WEBSITE TERMS OF USE ("TERMS") CAREFULLY.

JOPRIX, LLC AND ITS AFFILIATES ("JOPRIX") PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN JOPRIX AND YOU, AND YOU ACCEPT THEM BY: (a) PLACING AN ORDER THROUGH THIS WEBSITE; (b) USING THE WEBSITE IN ANY OTHER MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.

1.2 This website ("Website") includes without limitation:

(a) the Joprix Store,  Online Service Center services, and other on-line services accessible via the Website (collectively the "Services");
(b) information such as technical, contractual, product, program, pricing, marketing, and other valuable information ("Information"); and
(c) content such as data, text, software, music, sound, photographs, graphics, video, messages, or other materials ("Content"). Joprix controls and operates its websites from various locations and makes no representation that this Website is appropriate or available for use in all locations. Joprix products and services may not be available in Your location, and deliverables may vary among locations. If You are using the Website on behalf of Your employer, You represent and warrant that You are authorized to accept these Terms on Your employer's behalf, and that Your employer agrees to indemnify You and Joprix for violations of these Terms. In addition to the Terms and unless otherwise noted, the standard Joprix terms and conditions of sale in your jurisdiction govern purchases You make through the Website, unless You have in effect a separate valid written purchase or license agreement with Joprix for that product or service, in which case that separate agreement governs, and in cases of conflict, prevails.

2.1  You are entirely responsible for all Content that You upload, post or otherwise transmit via the Website. You agree not to upload, post or otherwise transmit via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Joprix or other users of the Website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Joprix reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements.

2.2 You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Joprix or someone else, or spoof Joprix's or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users.

3.1 You may obtain direct access via the Website to certain confidential information of Joprix and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Joprix and its suppliers.

3.2 Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Joprix's written request, You must cease use of Confidential Information and return or destroy it.

3.3 The Terms impose no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence: (a) You possessed prior to Your receipt from Joprix, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of the Terms; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Joprix adequate to afford Joprix the opportunity to object to the disclosure.

4.1 Joprix does not claim ownership of the Content You place on the Website and shall have no obligation of any kind with respect to such Content. Unless otherwise stated herein, or in Joprix's Privacy Policy, any Content You provide in connection with this Website shall be deemed to be provided on a nonconfidential basis. Joprix shall be free to use or disseminate such Content on an unrestricted basis for any purpose, and You grant Joprix and all other users of the Website an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that you have proper authorization for the worldwide transfer and processing among Joprix, its affiliates, and third-party providers of any information that You may provide on the Website.

4.2 Joprix does not routinely monitor Content, but Joprix and its designees reserve the right to monitor, restrict access to, edit or remove any Content that is available via the

5.1 Joprix will attempt to deliver all of the e-mail that is addressed to Your e-mail address on Joprix's Services. However, the nature of e-mail is such that Joprix cannot guarantee delivery of such e-mail.

6.1 You agree to indemnify and hold Joprix and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Content, Your use of or connection to the Website (including any use by You on behalf of Your employer), Your violation of the Terms, or Your violation of any rights of another.

7.1 Joprix may provide notice to You via email, regular mail, or posting notices or links to notices on the Website. Joprix reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice. Joprix may also delete, or bar access to or use of, all related Information and files. Joprix will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. Joprix may amend these Terms at any time by posting the amended terms on this Website.

8.1 You may find links to other Internet sites or resources on the Website. You acknowledge and agree that Joprix is not responsible for the availability of such external sites 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 sites or resources. Joprix will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

9.1 Except as expressly authorized by Joprix or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Joprix discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership.

9.2 "Joprix Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Joprix uses in connection with its products and services. You agree to comply with the Joprix Trademark and Logo Usage Requirements located at http://www.Joprix.com/policies/trademarks. You may not remove or alter any Joprix Trademarks, or co-brand your own products or material with Joprix Trademarks, without Joprix's prior written consent. You acknowledge Joprix's rights in Joprix Trademarks and agree that any use of Joprix Trademarks by You shall inure to Joprix's sole benefit. You agree not to incorporate any Joprix Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.

9.3 Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by Joprix on this Website provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "Used with permission") is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of the terms or conditions in this Section 10.4. Upon termination, You must immediately destroy any downloaded and/or printed Content. 

10.1 YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED IN SECTION 1.2) IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. JOPRIX DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. JOPRIX MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE.

10.2 JOPRIX MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

10.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. 

11. GENERAL TERMS