The Last Inventory Terms & Agreement

 

WELCOME AND THANK YOU FOR CHOOSING THE LAST INVENTORY.

As a condition of Your use of the Service, You agree to: (a) provide The Last Inventory with current, correct, and complete information as prompted by the The Last Inventory registration forms, when registering for or using the Service; and (b) update and maintain the truthfulness, accuracy and completeness of such information.

By accessing our services, servers, websites, or content therefrom you agree to these Terms of Use, last updated July 01, 2014.

 

LICENSE. You must be 18 years of age or older to use or register for Services. If you are 18 or older, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicensable license to access The Last Inventory in compliance with the TOU; unlicensed access is unauthorized. By signing up in any category You agree not to license, distribute, make derivative works, display, sell, or "frame" content from The Last Inventory, excluding content you personally create and share with others. However, You grant us a perpetual, irrevocable, unlimited, worldwide, fully paid/sublicensable license to use, copy, perform, display, distribute, and make derivative works from content you post.

SERVICE. The Last Inventory provides reviews and ratings on a variety of Service Providers based upon the actual first-hand experiences, labor, work..etc that other users have had with these Service Providers and also provides You with the opportunity to provide Your own reviews and ratings on the Service Providers You use. The Last Inventory is not responsible for unsatisfactory, displeased, incomplete..etc work provided. Nor is The Last Inventory responsible is displeased or incomplete product or material purchased through The Last Inventory members.

The Last Inventory offers two membership subscriptions;

(1) Post Material – seller (annual)


 

(2) Installer Services (annual)

 

The Last Inventory reserves the right to modify the Plans at any time and in its sole discretion. The details of your selected membership plan, including the price and the various benefits offered therein, might be different than those details applicable to another new or existing member who purchased the same Plan in the same market. You may cancel your yearly subscription and anytime by contacting The Last Inventory.

 

AUTOMATIC RENEWAL. The Last Inventory will charge You a membership fee in order to provide the Service. Your membership fee is the amount You were charged for Your initial subscription, not including any promotions or discounts that may have been applied (the "Membership Fee"). For this or other reasons, the Membership Fee might be different than the amount paid by another new or existing member who purchased the same services in the same market. You may contact The Last Inventory if You have any questions. You acknowledge that The Last Inventory reserves the right, at any time, to modify its Membership Fees and billing methods. Membership Fees for access to the Service may be made either on a monthly or annual basis. All membership subscriptions will be automatically renewed, unless such membership subscription is cancelled or terminated.

 

SALES. You authorize us to charge your account for The Last Inventory (annual fee). Unless noted, fees are in US dollars; tax may or may not be additional. To the extent permitted by law, fees are nonrefundable, even for posts we remove. There is no money back for account, memberships or posts deleted. The Last Inventory may cancel, delete, or change any account without notice. We may refuse purchases, which may place a hold on your account.

DISCLAIMER. MANY JURISDICTIONS HAVE LAWS PROTECTING CONSUMERS AND OTHER CONTRACT PARTIES, LIMITING THEIR ABILITY TO WAIVE CERTAIN RIGHTS AND RESPONSIBILITIES. WE RESPECT SUCH LAWS; NOTHING HEREIN SHALL WAIVE RIGHTS OR RESPONSIBILITIES THAT CANNOT BE WAIVED.

To the extent permitted by law, (1) we make no promise as to The Last Inventory, its completeness, accuracy, availability, timeliness, propriety, security or reliability; (2) your access and use are at your own risk, and The Last inventory is provided "AS IS" and "AS AVAILABLE"; (3) we are not liable for any harm resulting from (a) user content; (b) user conduct, e.g. illegal conduct; (c) you’re the Last Inventory use; or (d) our representations; (4) WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES ("THE LAST INVENTORY ENTITIES"), DISCLAIM ALL WARRANTIES & CONDITIONS, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (5) THE LAST INVENTORY ENTITIES ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS (E.G. OF PROFIT, REVENUE, DATA, OR GOODWILL); (6) IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED $100 OR WHAT YOU PAID US IN THE PAST YEAR.

USE. You agree not to use or provide software (except for general purpose web browsers and email clients, or software expressly licensed by us) or services that interact or interoperate with The Last Inventory, e.g. for downloading, uploading, posting, flagging, emailing, search, or mobile use. Robots, spiders, scripts, scrapers, crawlers, etc. are prohibited, as are misleading, unsolicited, unlawful, and/or spam postings/email. You agree not to collect users' personal and/or contact information ("Personal Information"). In order to use the Services we provide, You must read and accept all of the terms and conditions in, and linked to, this Membership Agreement (this "Agreement"). This Agreement may be modified by The Last Inventory from time to time at our sole discretion, and You will receive notice if modifications to the Agreement are made. We strongly recommend that, as You read this Agreement, You also access and read the linked information. By accepting this Agreement, You also agree that Your use of some The Last Inventory branded websites or other websites we operate may be governed by separate terms and conditions, agreements and privacy policies. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.

 

SERVICE PROVIDERS The Last Inventory does not endorse and is not responsible or liable for any Content, Service Provider Content, data, advertising, products, goods or services available or unavailable from, or through, any Service Providers (which includes, but is not limited to, Material and Installation providers). You agree that should You use or rely on such Content, Service Provider Content, data, advertisement, products, goods or services, available or unavailable from, or through any Service Provider (which includes, but is not limited to, Material and Installation providers), The Last Inventory is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of any Service Provider (which includes, but is not limited to, Material and Installation providers), and any other terms, conditions, representations or warranties associated with such dealings, are between You and such Service Provider (which includes, but is not limited to, Material and Installation providers) exclusively and do not involve The Last Inventory. You should make whatever investigation or other resources that You deem necessary or appropriate before hiring or engaging Service Providers (which includes, but is not limited to, Material and Installation providers).

You agree that The Last Inventory is not responsible for the accessibility or unavailability of any Service Provider (which includes, but is not limited to, Material and Installation providers) or for Your interactions and dealings with them, waive the right to bring or assert any claim against The Last Inventory relating to any interactions or dealings with any Service Provider (which includes, but is not limited to, Material and Installation providers), and release The Last Inventory from any and all liability for or relating to any interactions or dealings with Service Providers (which includes, but is not limited to, Material and Installation providers).

The Last Inventory may, in its sole discretion, have criminal and/or financial background checks conducted on certain Service Providers. By having such background checks conducted, THE LAST INVENTORY DOES NOT WAIVE ANY OF ITS DISCLAIMER OR LIMITATIONS OF LIABILITY, INCLUDING WITHOUT LIMITATION, THOSE SET FORTH UNDER THIS SECTION, SECTION 24 (WARRANTY DISCLAIMER), OR SECTION 25 (LIMITATION OF LIABILITY).

MODERATION. You agree we may moderate The Last Inventory access and use in our sole discretion, e.g. by blocking (e.g. IP addresses), filtering, deletion, delay, omission, verification, and/or access/account/license termination. You agree (1) not to bypass said moderation, (2) we are not liable for moderating, not moderating, or representations as to moderating, and (3) nothing we say or do waives our right to moderate, or not.

 

POSTING, PUBLICATION, AND DISTRIBUTION OF CONTENT. The Last Inventory does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through the Service. You acknowledge that The Last Inventory simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of Content and for the publication and distribution of any content posted by Service Providers in response to Content ("Service Provider Content"). You understand that all Content and Service Provider Content posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such Content originated. You understand that The Last Inventory does not control, and is not responsible for Content or Service Provider Content made available through the Service, and that by using the Service, You may be exposed to Content that is inaccurate, misleading, or offensive. You agree that You must evaluate and make Your own judgment, and bear all risks associated with, the use of any Content and Service Provider Content.

You further acknowledge that The Last Inventory has no obligation to screen, preview, monitor or approve any Content or Service Provider Content, or Content posted or submitted by any other The Last Inventory member or any Service Provider. However, The Last Inventory reserves the right to review and delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Service, You agree that it is solely YOUR RESPONSIBILITY to evaluate Your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that You submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will The Last Inventory be liable in any way for any Content or Service Provider Content, including, but not limited to, any Content or Service Provider Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content or Service Provider Content submitted, accessed, transmitted or otherwise conveyed via the Service. You waive the right to bring or assert any claim against The Last Inventory relating to Content or Service Provider Content, and release The Last Inventory from any and all liability for or relating to any Content or Service Provider Content.

 

MEMBERSHIP SECURITY. The Last Inventory will assign You a user ID and a password when You register. Your user ID and password may only be used by You and the members of Your household (meaning anyone who currently shares with You the address You registered with The Last Inventory). You are solely responsible for maintaining and protecting the confidentiality of Your user ID and password, and are fully responsible for all activities that occur under Your user ID and password.

 

LIMITED LICENSE TO WEBSITE. By agreeing to the terms and conditions of this Agreement, The Last Inventory grants You a limited license to access and use the reviews and ratings offered by the Service for Your personal purchase decisions. You acknowledge and agree that You will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial, educational, or any other non-personal purpose the reviews and ratings and any content, without the express written consent of The Last Inventory.

SUBMISSIONS OF REVIEWS. In order for You to submit Your own reviews and ratings on the Website You acknowledge and agree that:

(a) all of Your reviews and ratings will either be based upon: (i) Your actual first-hand experiences with the Service Providers You are reviewing; or (ii) as provided under Section 14 (Service Providers) below, an individual and that individual's actual first-hand experience with a Material or Installation provider whereby You have the legal authority to disclose such health information and experience of such individual;

(b) all of Your reviews and ratings of the Service Providers that You are rating will be accurate, truthful and complete in all respects;

(c) You do not work for, own any interest in, or serve on the board of directors of, any of the Service Providers for which You submit reviews and ratings;

(d) You do not work for, own any interest in or serve on the board of directors of any competitors of the Service Providers for which You submit reviews and ratings;

(e) You are not in any way related (by blood, adoption, marriage, or domestic partnership, if the Service Provider is an individual) to any of the Service Providers for which You submit reviews or ratings; and

(f) Your name and review information will be made available to the Service Providers on which You review.

CONTENT LICENSE Although The Last Inventory does not claim ownership of any of the reviews, ratings, communications, information, data, text or other materials You give us (collectively, the "Content"), by providing Content for the Website, You automatically grant, and You represent and warrant that You have the right to grant, to The Last Inventory an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing The Last Inventory with Content, You automatically grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of the Content on our Website by any other party.

PUBLICATION AND DISTRIBUTION OF CONTENT. The Last Inventory does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through the Service. You acknowledge that The Last Inventory simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of Content and for the publication and distribution of any content posted by Service Providers in response to Content ("Service Provider Content"). You understand that all Content and Service Provider Content posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such Content originated. You understand that The Last Inventory does not control, and is not responsible for Content or Service Provider Content made available through the Service, and that by using the Service, You may be exposed to Content that is inaccurate, misleading, or offensive. You agree that You must evaluate and make Your own judgment, and bear all risks associated with, the use of any Content and Service Provider Content.

You further acknowledge that The Last Inventory has no obligation to screen, preview, monitor or approve any Content or Service Provider Content, or Content posted or submitted by any other The Last Inventory member or any Service Provider. However, The Last Inventory reserves the right to review and delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Service, You agree that it is solely YOUR RESPONSIBILITY to evaluate Your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that You submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will The Last Inventory be liable in any way for any Content or Service Provider Content, including, but not limited to, any Content or Service Provider Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content or Service Provider Content submitted, accessed, transmitted or otherwise conveyed via the Service. You waive the right to bring or assert any claim against The Last Inventory relating to Content or Service Provider Content, and release The Last Inventory from any and all liability for or relating to any Content or Service Provider Content.

 

CLAIMS. You agree (1) any claim, cause of action or dispute ("Claim") arising out of or related to the TOU or you’re the Last Inventory use is governed by Texas ("TX") law regardless of your location or any conflict or choice of law principle; (2) Claims must be resolved exclusively by state or federal court in Dallas, TX (except we may seek injunctive remedy anywhere); (3) to submit to personal jurisdiction of said courts; (4) any Claim must be filed by 1 year after it arose or be forever barred; (5) not to bring or take part in a class action against The Last Inventory Entities; (6) (except government agencies) to indemnify The Last Inventory Entities for any damage, loss, and expense (e.g. legal fees) arising from claims related to you’re the Last Inventory use; (7) you are liable for TOU breaches by affiliates (e.g. marketers) paid by you, directly or indirectly (e.g. through an affiliate network); and (8) to pay us for breaching or inducing others to breach the "USE" section, not as a penalty, but as a reasonable estimate of our damages (actual damages are often hard to calculate): $0.15 per server request, $1 per post, email, flag, or account created, $1 per item of PI collected, and $1000 per software distribution, capped at $25,000 per day.

MISC. Users complying with prior written licenses may access The Last Inventory thereby until authorization is terminated. Otherwise, this is the exclusive and entire agreement between us.

 

YOUR CONDUCT. In connection with Your use of the Service, You represent and warrant that You:

(a) are above the age of eighteen (18);

(b) will abide by the letter and spirit of the terms and conditions of this Agreement and all applicable local, state, national or international laws;

(c) will not submit any reviews that may be considered by The Last Inventory to be unlawful, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, invasive of another person's privacy or proprietary rights, or racially, ethnically or otherwise objectionable;

(d) will submit thorough and thoughtful reviews of the Service Providers You review (for example, submitting a review describing a service contractor as "Awesome Job." without additional commentary is not a thorough and thoughtful review);

(e) will not submit reviews that comment on other users or the reviews of other users;

(f) will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with The Last Inventory, or otherwise attempt to mislead others as to the identity of the sender or the origin of a review or rating;

(g) will not submit reviews that are encrypted or that contain viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that are intended to damage, interfere with, disrupt, impair, disable or otherwise overburden our Website;

(h) will not access, download or copy any information contained on our Website through artificial means (including but not limited to spiders, hacking devices, computer programs, bots or other such means);

(i) will not post non-local or otherwise irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;

(j) will not take any action that would undermine the review and rating process under the Service;

(k) will not attempt to gain unauthorized access to the Service, other user accounts, or other computer systems or networks connected to the Service;

(l) will not use the Service in any manner that infringes, misappropriates or violates any third party's rights, including, but not limited to, transmitting any material that may infringe, misappropriate or violate a third party's rights of publicity, contractual rights, fiduciary rights or intellectual property rights;

(m) will not use the Service in any way that could interfere with the rights of The Last Inventory or the rights of other users of the Service;

(n) have sufficient rights in and to all Content that You provide, transmit or otherwise convey to The Last Inventory in connection with the Service;

(o) agree not to re-sell or assign Your rights or obligations under this Agreement;

(p) will not reproduce, duplicate, copy, sell, re-sell or exploit any Content;

(q) will not access any Content for any commercial, educational or other purposes not related to Your personal purchasing decisions, the express written consent of The Last Inventory, which consent may be withheld by The Last Inventory in our discretion;

(r) grant us an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute the Content and to prepare derivative works of, or to incorporate such Content into other works, and to grant and to authorize sublicenses of the foregoing;

(s) agree not to create an account or use The Last Inventory services if Your account previously has been terminated by The Last Inventory or if You previously have been banned from using the services; and

(t) agree not to: (i) register for more than one account or register for an account on behalf of an individual other than yourself; (ii) impersonate any person or entity, including, but not limited to, The Last Inventory personnel, or falsely state or otherwise misrepresent Your affiliation with a person or entity; or (iii) advocate, encourage or assist any third party in doing any of the foregoing activities in this subsection.

The reviews and ratings that You provide do not reflect the views of The Last Inventory, its officers, managers, owners, employees, agents, designees or other users. In addition, The Last Inventory retains the right, in its sole discretion, to determine whether or not Your use of the Service is consistent with the terms and conditions of this Agreement. The Last Inventory may suspend, restrict or terminate Your use of the Service and to refuse any future use of all or portions of the Service if Your use breaches or fails to comply with any of the terms and conditions of this Agreement. Additionally, The Last Inventory may seek any and all other remedies available to it, including: (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement; and/or (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.

MODIFICATION OF TERMS AND CONDITIONS. The Last Inventory will have the right to modify and restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon being posted on our Website (www.thelastinventory.com) You will receive notice if modifications to the Agreement are made. The Last Inventory will make note of the date of the last update to the Agreement on the first page of this Agreement. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Service after such modifications will be deemed to be Your conclusive acceptance of all modifications to this Agreement. If You are dissatisfied as a result of such modification(s), Your only recourse is to immediately discontinue use of the Service.

COPYRIGHT MATERIAL. Aside from user-submitted Content and Service Provider Content, all other materials and other information on the Website, including, but not limited to, all text, graphics, logos, icons, images, audio clips, downloads, data compilations and software (collectively, the "Copyright Materials") are the exclusive property of The Last Inventory and/or its licensors and are protected by all United States and international copyright laws.

WARRANTY DISCLAIMER. You understand and agree that THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT THE LAST INVENTORY ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE SERVICE. THE LAST INVENTORY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR THE LAST INVENTORY COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to You as they relate to implied warranties.

25. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE LAST INVENTORY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF THE LAST INVENTORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, "DAMAGES"), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY THE LAST INVENTORY OR THE FAILURE OF THE LAST INVENTORY TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You.

You understand and agree that Your unlimited access to the Content on the Website represents a substantial portion of the value You receive from You’re The Last Inventory membership fee. THEREFORE, TO THE EXTENT THE LAST INVENTORY IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, THE LAST INVENTORY’S LIABILITY FOR DAMAGES WILL NOT EXCEED THE EQUIVALENT OF ONE (1) MONTH OF MEMBERSHIP FEES (IF MEMBERSHIP FEES ARE PAID ON AN OTHER THAN MONTHLY BASIS IT WILL BE THE PRORATED VALUE OF MEMBERSHIP FEES OVER A ONE (1) MONTH PERIOD).

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LAST INVENTORY CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF MEMBERSHIP FEES TO THE LAST INVENTORY THROUGH THE USE OF A CREDIT CARD (A "CREDIT CARD PROCESSOR"). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR THE LAST INVENTORY, INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE "RELEASED PARTIES") SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION SUFFERED BY YOU AS A RESULT OF THE FAILURE OF THE LAST INVENTORY TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY THE LAST INVENTORY. YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF THE LAST INVENTORY TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY THE LAST INVENTORY. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION. YOU HEREBY UNDERSTAND AND AGREE THAT THE LAST INVENTORY SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THIS AGREEMENT.

ENTIRE AGREEMENT. This Agreement governs Your use of the Service and constitutes the entire agreement between You and The Last Inventory. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between You and The last Inventory regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between You and third parties, including but not limited to, Service Providers and others. You represent and warrant that those third party agreements do not interfere with Your obligations and duties to The Last Inventory under this Agreement.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.