The following are the terms and conditions (the “Terms”) for use of the DRUVEN web site (the “Site”) and DRUVEN Services.

Acceptance
By using the DRUVEN Material (as defined below), you are deemed to accept the validity of and be bound by the Terms as stated herein without modification.
DRUVEN Material is defined as any documents, contracts, software, products, books, web links, email, information, partial DRUVEN Material or any other materials provided by DRUVEN or the Site. DRUVEN Services is defined as any DRUVEN service.

Use of DRUVEN Material and DRUVEN Services

Generally
You may view the Site using a web browser for evaluation purposes as a potential customer or supplier.

Restrictions
To the maximum extent allowable under applicable law, except as explicitly identified in these terms, you agree not to publish, re-publish, lend, license, give away, look at the software source code, modify the software source code, post to an Internet web site, or use in an automated system any DRUVEN Material, nor will you allow or assist a third party to do so.
The rights granted under these Terms are granted to you only.

Assignment
This agreement cannot be assigned.

Ownership of Intellectual Property
DRUVEN DOES NOT transfer to you title to any copy, or original, of the documents or any other DRUVEN Material. All ownership, copyright and other intellectual property rights to any DRUVEN Material belongs solely to DRUVEN and its suppliers except as expressly licensed in these Terms.

Without reducing or restricting any other remedies that DRUVEN may be entitled to, you agree that, to the extent allowable under applicable law, any automated system using any DRUVEN Material will be the property of DRUVEN and its suppliers. Works derived from DRUVEN Material shall be the property of DRUVEN and its suppliers. DRUVEN shall have the right to represent its suppliers in any dispute.

Limited Warranties
Except as expressly provided in these Terms, to the maximum extent permitted under applicable law, DRUVEN Material and DRUVEN Services are provided “as is” without any kind of warranty.

You accept full responsibility for determining whether DRUVEN Material and DRUVEN Services are suitable for any particular purpose and for protecting yourself against any possible consequential damages.

Except as expressly provided in these Terms, we are not responsible for any loss, injury, claim, liability, damage, or consequential damage related to your use of DRUVEN Material and DRUVEN Services, or for inaccessibility of DRUVEN Material and DRUVEN Services whether from errors or omissions in the content of DRUVEN Material and DRUVEN Services or any other linked sites or for any other reason. Use of DRUVEN Material and DRUVEN Services is at your own risk.

DRUVEN does not represent or warrant that DRUVEN Material, the Site or any linked sites are free of any harmful materials.

Maximum Liability
Except as expressly provided in these Terms, the maximum liability of DRUVEN is the amount paid to DRUVEN by the customer. The maximum liability of DRUVEN for any DRUVEN Services is the portion of the amount paid to DRUVEN by the customer specifically for the DRUVEN Services as calculated by DRUVEN.

Guarantees and Refunds   
All guarantees are subject to any limitations specified in any DRUVEN Material. Guarantees are only available to customers who paid on the product before the guarantee is claimed and are not available on free promotions. For a guarantee to apply to a product, it must be explicitly promoted in DRUVEN Material for that product at the time of payment. A customer is only entitled to one Guarantee claim relating to one Guarantee category of one product. Should a customer accept a Guarantee related payment from DRUVEN, they waive their right to any additional claims against DRUVEN regarding any Guarantee unless otherwise agreed to in writing.

Other Guarantees and Refunds
Our maximum liability for any Quality Guarantees specified on the Site is $100 in the currency of the product. Other guarantees and refund commitments specified in DRUVEN Material are subject to a maximum of the amount paid by the customer and are subject to a claim being submitted within 30 days of purchase.

Client Privacy
DRUVEN agrees to adhere to its Privacy Policy.

Terms
All of the Terms are valid regardless of the heading. To the maximum extent possible under law, the Terms take precedence over any conflicting DRUVEN Material should it be deemed that any DRUVEN Material is legally relevant to this Agreement under law.

Indemnification
You agree to indemnify and hold DRUVEN, its directors, officers and employees, harmless from any actions, claims, losses, damages, liabilities and expenses including legal fees, asserted by any third party due to or arising out of your use of the Site or DRUVEN Material or DRUVEN Services.

Governing Law
The Terms are governed by the laws of the State of California

Binding Arbitration
Subject to exceptions specified herein, if you and DRUVEN are unable to resolve any dispute by informal negotiations, then any resolution of this dispute will be conducted exclusively by binding arbitration.

A request for appointment of an arbitrator must be made in writing. Upon receipt of the written request, DRUVEN will have 90 days to choose and appoint an independent and impartial arbitrator. The arbitration will be held in Los Angeles, California.

The cost of the binding arbitration proceedings and any proceeding in court to confirm or to vacate any arbitration award, including, without limitation, reasonable attorneys’ fees and costs, will be borne by the unsuccessful party and will be determined and awarded by the arbitrator.

Exceptions to the use of binding arbitration are as follows: DRUVEN may bring forth a lawsuit, without using binding arbitration, should the lawsuit involve intellectual property infringement or injunctive relief. Also, either party may use small claims court.

Class Action Waiver
You will not seek to have the dispute heard as a class action, private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity. Arbitration or any other proceeding to resolve any dispute, in any forum, will be conducted solely on an individual basis and not combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

Modification of the Terms
DRUVEN reserves the right to change the Terms or policies regarding the use of the Site or DRUVEN Services at any time and to notify you by updating the Site. Other terms and conditions are only valid when signed in writing by an authorized DRUVEN officer.

Severability
If any term, covenant, condition or provision of these Terms is held by a court of competent jurisdiction to be invalid, void or unenforceable, such provision is to be excluded to the extent of such invalidity or unenforceability and all other provisions will remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable provision will be deemed replaced by a provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable provision.

Waivers
No failure or delay, on the part of DRUVEN, in exercising any right or power under these Terms will operate as a waiver of such right or power.

Whole Agreement
Except as explicitly set forth in this agreement, these Terms, the Site’s Disclaimer, and, if you are an affiliate, the Affiliate Program Terms and Conditions, constitute the whole agreement between you and DRUVEN notwithstanding any:

DRUVEN Material other than this Agreement, communication between you and DRUVEN, including telephone, email and online chat assistance, or announcements, newsletters or promotional materials from DRUVEN.