[et_pb_section][et_pb_row][et_pb_column type=”4_4″][et_pb_text]SYNEXIS TERMS AND CONDITIONS

The following terms and conditions shall apply to any products or services sold by Midwest Veterinary Supply, Inc (“Reseller”) on behalf of Synexis, LLC (“Synexis”) to (“Customer”).

1. LIMITATIONS OF LIABILITY
SYNEXIS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) FOR ANY MATTER RELATING TO THIS AGREEMENT, ANY SERVICES PROVIDED, OR THE PRODUCTS. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE, AND EVEN IF THE OTHER PARTY WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SYNEXIS SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER WITH RESPECT TO ANY MODIFICATION MADE TO PRODUCT BY ANYONE OTHER THAN SYNEXIS, OR DAMAGE CAUSED BY PRODUCT ARISING FROM NEGLIGENCE, ACCIDENT OR IMPROPER USE OR STORAGE. SYNEXIS’ LIABILITY TO CUSTOMER HEREUNDER SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS AND SERVICES PURCHASED UNDER THIS AGREEMENT.

2. INTELLECTUAL PROPERTY
Ownership. Synexis retains ownership of all rights in and to the Products, including, without limitation, any and all: (i) patents, reissues thereof and re-examined patents and patent applications (wherever filed and wherever issued, including continuations, continuations-in-part, substitutes, and divisions of such applications and all priority rights resulting from such applications) now existing and hereafter filed, issued or acquired, and rights to inventions; (ii) rights associated with works of authorship, including copyrights, moral rights, copyright applications, copyright registrations, synchronization rights, mask work rights, mask work applications and mask work registrations; (iii) trademarks, service marks, trade names, domain names, logos, trade dress, and the applications for registration and the registrations thereof and rights in goodwill; (iv) rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether patentable or not)), and other similar or equivalent rights or forms of protection (whether registered or unregistered); and (v) any and all other proprietary rights arising under statutory or common law, contract, or otherwise, and whether or not perfected and all applications (or rights to apply) for, and renewals and extensions of, such rights as may now or in the future exist anywhere in the world, in all media, for all versions and elements, in all languages, and for the entire duration of such rights (collectively, “Proprietary Rights”). No title to or ownership of any such Proprietary Rights is transferred to customer. Customer shall not infringe, violate or challenge, and will use commercially reasonable efforts to preserve and protect, all such Proprietary Rights and shall ensure compliance by its employees, agents, and authorized users with respect to its obligations under this Agreement. Customer shall not take any action, including, without limitation, the application, prosecution, registration or enforcement of a trademark, copyright or patent that will in any way preclude Synexis from continuing to develop, use or commercialize the Products, and nothing will be construed in this Agreement to impair, preclude or prohibit Synexis from doing so, even if suggestions, specifications and the like, made by Customer, are incorporated into subsequent versions of the Products.

3. LIMITED PRODUCT WARRANTY
Equipment Warranty. Synexis warrants to Customer that during the Warranty Period (as defined below), the Equipment (excludes Consumables) shall be free from defects in material and workmanship; provided, that the Equipment is installed, maintained, and operated in accordance with Synexis’ specifications, including, without limitation, that the Equipment shall be serviced and maintained in accordance with all Service requirements as outlined in the Equipment Product Manuals. Synexis warrants to the Customer that Consumables (sails, MERV filters, carbon filters, bulbs, collectively “Consumables”) shall conform to their specifications. Synexis will provide a product warranty to ensure the proper function of the Equipment during the Warranty Period. “Warranty Period” for Equipment shall mean, as applicable, a period of a one (1) year following Customer’s date of purchase, unless as otherwise agreed upon by Synexis in writing. “Warranty Period” or Consumables shall expire upon the end of their applicable usable life after installation, but in no event later than one (1) year after purchase.

Normal Use. Synexis warrants that under normal use and service, all Equipment will remain in satisfactory operating condition for the Warranty Period; provided that the Equipment is continuously maintained in accordance with all applicable Service requirements and the Equipment Product Manuals from the date of delivery. Synexis shall not be liable for a breach of any warranty if: (i) Customer makes any further use of such Equipment after giving written notice of a defect; (ii) the defect arises because Customer failed to follow Synexis’ written instructions as to the storage, installation, commissioning, environmental conditions, use or maintenance of the Equipment; or (iii) Customer or any third party alters or repairs such Equipment without the prior written consent of Synexis.

Claims. Synexis’ sole obligation under this warranty will be to repair any item of Equipment that is repairable or, at its option, refurbish, overhaul, rebuild, or replace any item of Equipment that has been promptly reported as defective in material or workmanship by Customer to Synexis within the Warranty Period and which has been determined by Synexis to have been defective.

DISCLAIMER. THE ABOVE WARRANTIES ARE THE ONLY WARRANTIES MADE BY SYNEXIS WITH RESPECT TO THE EQUIPMENT. 7 SYNEXIS MAKES, AND THE CUSTOMER RECEIVES, NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY, (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR (C) WARRANTY AGAINST INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SYNEXIS WILL HAVE NO LIABILITY WITH RESPECT TO THE EQUIPMENT OR THE SALE OR SERVICE THEREOF FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OR FOR LOSS OF PROFITS OR FOR ANY OTHER SIMILAR DAMAGES EVEN IF SYNEXIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.[/et_pb_text][/et_pb_column][/et_pb_row][/et_pb_section]