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DANOVE CORPORATION
TERMS OF SERVICE 
Updated 07/10/2009
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YOU SHOULD CAREFULLY READ THE FOLLOWING DANOVE® TERMS OF USE AGREEMENT
("TERMS OF SERVICE" OR "AGREEMENT"). IF YOU DO NOT AGREE WITH ALL OF THE
TERMS OF THIS AGREEMENT, YOU MUST SELECT "I do not accept the Terms of
Service." IF YOU REJECT THIS AGREEMENT WITHIN THIRTY (30) DAYS AFTER FIRST
ACQUIRING A DANOVE® WHOLESALE ACCOUNT, YOU MAY CALL 888-465-5410 TO REQUEST A
CANCELLATION OF THE SERVICE. 

This Terms of Service Agreement is entered into as of the date on which the
client first uses the Danove® website (as defined below) ("effective date")
by and between Danove®, and client ("client").

RECITALS

Whereas, Danove® is a service provider that offers access to, and use of,
certain applications ("Danove® website") and implementation support to
initiate such access and use. Whereas, client wants to retain Danove® to
allow client to access and use the Danove® website under the terms and
conditions set forth in this agreement. Now therefore, in consideration of
the mutual covenants and agreements hereinafter set forth, and for other
good and valuable consideration, client and Danove® agree to the foregoing
and as follows:

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ARTICLE 1 - GENERAL

Short Version: You agree to this Terms of Service. Danove® may periodically
update this Terms of Service, and you agree with that.
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1.1 Overview of Agreement. 
This agreement represents the terms and conditions under which Danove®
shall provide client access to, and use of the Danove® website, which may
be amended from time to time to reflect additional or amended Danove®
website ordered by client. Danove® website shall be provided to client via
the Internet's World Wide Web. Any attempt to alter or amend the terms and
conditions contained in this agreement through conflicting or inconsistent
terms in any other document shall be void and of no force and effect.

1.2 Changes to the Terms of Use Agreement or the Website.
Danove® reserves the right, at its sole and absolute discretion, to change,
modify, add to, supplement or delete any of the terms and conditions of
this Agreement at any time, including without limitation access policies,
the availability of any feature of the Website, hours of availability,
content, data, software or equipment needed to access the Website,
effective with or without prior notice; provided, however, that material
changes (as determined in Danove Corporation's sole and absolute
discretion) will be disclosed as follows: Danove® will provide you with
notification of any such changes to the service through an update process,
or by email, postal mail, website posting, pop-up screen, or notice in the
"Danove® Bulletins" area of your store's administration area. If any future
changes to this Agreement are unacceptable to you or cause you to no longer
be in compliance with this Agreement, you must terminate, and immediately
stop using, the Account. Your continued use of the website following any
revision to this Agreement constitutes your complete and irrevocable
acceptance of any and all such changes. Danove® may change, modify,
suspend, or discontinue any aspect of the Website at any time. Danove® may
also impose limits on certain features or restrict your access to parts or
the entire Website without notice or liability.

1.3 Termination.
This Agreement is effective until terminated. You may terminate this
Agreement by terminating the Account. Danove® may terminate this Agreement
with or without notice by terminating your Account. The provisions within
this Terms of Service shall survive any termination of this Agreement.

1.4 Miscellaneous.
If any provision of this Agreement shall be unlawful, void, or for any
reason unenforceable, then that provision shall be deemed severable from
this Agreement and shall not affect the validity and enforceability of any
remaining provisions. This Terms of Use Agreement is the complete and
exclusive statement of the agreement between you and Danove® concerning the
Service, and this Agreement supersedes any prior or contemporaneous
agreement, either oral or written, and any other communications with regard
thereto between you and Danove®. This Agreement may only be modified as set
forth herein. The section headings used herein are for reference only and
shall not be read to have any legal effect.
 
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ARTICLE 1.5 - ESTABLISHING AN ACCOUNT

Short Version: You're responsible for keeping your user name and password
safe!
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During the registration process, you will be required to select a username
and a password that are unique to the Account (collectively referred to
hereunder as "Login Information"). You may not share the Account or the
Login Information with anyone other than as expressly set forth herein.

Notwithstanding anything to the contrary herein, you acknowledge and agree
that you shall have no ownership or other property interest in the Account,
and you further acknowledge and agree that all rights in and to the Account
are and shall forever be owned by and inure to the benefit of Danove®.

You are responsible for maintaining the confidentiality of your Login
Information, and you will be responsible for all uses of your Login
Information, whether or not authorized by you. In the event that you become
aware of or reasonably suspect any breach of security, including without
limitation any loss, theft, or unauthorized disclosure of your Login
Information, you must immediately notify Danove® by
emailing customerservice@danove.com.

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ARTICLE 4 - LIMITED WARRANTIES
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4.1 CLIENT WARRANTY. 
Client represents and warrants to Danove® that: (a) client has the
authority to enter into this agreement and perform its obligations under
this agreement; (b) client and its authorized users will only use the
Danove® website for lawful purposes and will not violate any law of any
country or the intellectual property rights of any third party; and (c)
client warrants that it is not located in a country where export or
re-export of the contents of information received via the Internet is
prohibited. Should client receive notice of any claim regarding the Danove®
website, client shall promptly provide Danove® with a written notice of
such claim.

4.2 DANOVE® WARRANTY. 
Danove® warrants that: (a) Danove® has the authority to enter into this
agreement and perform its obligations under this agreement; and (b) Danove®
will perform the services required under this agreement in a professional
and workmanlike manner. 

4.3 DISCLAIMER. 
Except as otherwise set forth herein, Danove® makes no representations or
warranties, whether express, implied or statutory regarding or relating to
any of the website content and/or access to or use of the Danove® website
provided to client under this agreement. Danove® specifically disclaims any
and all implied warranties of merchantability, fitness for a particular
purpose and non-infringement. 

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ARTICLE 5 - LIMITATION OF LIABILITY
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Danove Corporation's liability under this agreement for any direct damages
of any kind will not exceed an amount equal to the amount paid by client to
Danove® through the date Danove Corporation liability to client accrues. In
no event shall Danove® be liable for incidental or consequential damages or
lost profits.

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ARTICLE 6 - INDEMNIFICATION
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Client agrees to indemnify, defend (at Danove Corporation's sole option and
at client's sole expense) and hold harmless Danove®, its managers,
directors, officers, employees, independent contractors and agents, and
defend any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys' fees,
to the extent that such action is based upon a claim arising out of or
relating to client's use of and/or access to the Danove® website or
services provided hereunder. Client specifically acknowledges that Danove®
shall not be liable to client for losses, if any, incurred as a result of
fraudulent or unauthorized misuse of Danove® website. 

Danove® agrees to indemnify, defend and hold harmless client, its
directors, officers, employees and agents, and defend any action brought
against same with respect to any claim, demand, cause of action, debt or
liability, including reasonable attorneys' fees, to the extent that such
action is based upon a claim arising our of or relating to any infringement
of a copyright, trademark, trade secret, patent or other intellectual
property right of any third party as a result of client's use of the
Danove® website in accordance with this agreement. Client agrees to furnish
Danove® with prompt notice of such infringement claim, whereupon client
hereby authorizes Danove® to defend such claim and agrees to cooperate and
assist Danove® fully in such defense, at Danove Corporation's expense.

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ARTICLE 7 - CONFIDENTIAL INFORMATION
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"Confidential information" will include the terms of this agreement, any
software provided by Danove® under this agreement, the logon identifiers
and/or passwords provided to client and each authorized user, the prices
and fees charged under this agreement, any other materials marked
confidential by client or Danove® and any other information conveyed under
this agreement that is identified in writing as confidential at the time of
its conveyance. Each party acknowledges and agrees that: (a) the
confidential information constitutes valuable trade secrets of the party
owning such confidential information; (b) it will use confidential
information solely in accordance with the provisions of this agreement; and
(c) it will not disclose, or permit to be disclosed, the confidential
information of the other party to any third party without the disclosing
party's prior written consent. Each party will take all reasonable
precautions necessary to safeguard the confidentiality of the other party's
confidential information including, at a minimum, those precautions taken
by a party to protect its own confidential information, which will in no
event be less than a reasonable degree of care. Confidential information
will not include information that is: (d) publicly available; (e) already
in the other party's possession and not subject to a confidentiality
obligation; (f) obtained by the other party from any source without any
obligation of confidentiality; (g) independently developed by the other
party without reference to the disclosing party's confidential information;
or (h) required to be disclosed by order of a court or other governmental
entity; provided no less than ten (10) days written notice is given to the
party owning such confidential information so that such party may obtain a
protective order or other equitable relief.

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ARTICLE 8 - PROPRIETARY RIGHTS
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No right (except for the license granted in section 2.2), title or interest
of intellectual property or other proprietary rights in and to the Danove®
website and/or other products or services made available under this
agreement is transferred to client hereunder. Danove® and its third party
licensors retain all right, title and interests, including, without
limitation, all copyright, intellectual property and other proprietary
rights in and to the Danove® website and/or other products or services
provided under this agreement. Client will retain all right, title and
interest to the documents created by client using the Danove® website.

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ARTICLE 9 - TERM AND TERMINATION
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9.1 TERM / ACCOUNT CLOSURE / BILLING TERMINATION
This agreement will commence as of the effective date and shall continue
thereafter on a month to month basis unless account terminated by client.
All requests for account termination by client must be submitted by the
following authorized methods: A) Submit the request using the "Close
Account" online form within the client's account area, or B) Submitting a
written request by certified mail. Please send your written request to: 

Danove Corporation 
P.O. Box 6010
Albuquerque, NM 87197-6010

All accounts cancellations are performed upon receipt of authorized
request. Cancellation requests submitted before the completion of the
account's billing cycle will not receive a prorated refund.

9.2 TERMINATION BY DANOVE CORPORATION
Danove® shall have the right to terminate this agreement if: (a) client
fails to timely pay Danove® any amount due to Danove® under this agreement;
(b) client materially breaches any term or condition this agreement,
provided such breach is not cured by client within thirty (30) calendar
days following Danove Corporation's notice to client of such breach; or (c)
client (i) terminates or suspends its business activities; (ii) becomes
insolvent, makes an assignment for the benefit of creditors, or becomes
subject to direct control of a trustee, receiver or similar authority; or
(iii) becomes subject to any bankruptcy or insolvency proceeding under
federal or state statutes.

9.3 TERMINATION BY CLIENT. 
Client will have the right, upon written notice to Danove®, to terminate
this agreement if Danove® is in material breach of this agreement and
Danove® fails to remedy such material breach within thirty (30) calendar
days of its receipt of such written notice. 

9.4 OBLIGATIONS UPON TERMINATION OR EXPIRATION AND NON-RENEWAL. 
Upon the expiration and non-renewal or termination of this agreement for
any reason: (a) client's access to, and use of, the Danove® website will
terminate; (b) client will return to Danove® any and all Danove® services,
equipment, software, documentation, images, graphics or other deliverables
provided to client by Danove® including any copies thereof held by client;
(c) Danove® will deliver to client all client documents and other materials
stored by client on the Danove® network; and (d) each party shall return
any and all confidential information in its possession to the party that
disclosed such confidential information and provide written verification of
same.

9.5 SURVIVAL. 
Any provisions of this agreement that by their nature should survive
termination of this agreement will survive termination of this agreement,
including but not limited to section 2.4, and articles 6, 7, and 8. 

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ARTICLE 10 - MISCELLANEOUS
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10.1 NOTICES. 
Any written notice required or permitted to be delivered pursuant to this
agreement will be in writing and will be deemed delivered: (a) upon
delivery if delivered in person; (b) three (3) business days after deposit
in the united states mail, registered or certified mail, return receipt
requested, postage prepaid; (c) upon transmission if sent via fax, with a
confirmation copy sent via overnight mail; (d) one (1) business day after
deposit with a national overnight courier; (e) upon transmission if sent
via email with a fax sent the same day, in each case addressed, in the case
of client, the address listed in Danove Corporation's records, or in the
case of Danove®, to P.O. Box 6010 Albuquerque, NM 87197 (or to such other
address as may be specified upon notice).

10.2 ASSIGNMENT. 
Client will not assign or otherwise transfer this agreement, in whole or in
part, nor delegate or subcontract any of its rights or obligations
hereunder, without Danove Corporation's prior written consent, which
consent may be withheld, delayed or conditioned in Danove Corporation's
discretion. Danove® will have the right to assign this agreement, in whole
or in part, to a third party at any time upon written notice to client. 

10.3 FORCE MAJEURE. 
Neither party shall have any liability to the other or to third parties for
any failure or delay in performing any obligation under this agreement due
to circumstances beyond its reasonable control including, without
limitation, acts of God or nature, actions of the government, fires,
floods, strikes, civil disturbances or terrorism, or power, communications,
satellite or network failures.

10.4 WAIVER. 
Any waiver or modification of this agreement will not be effective unless
executed in writing and signed by an authorized representative of Danove®
and client. The parties expressly disclaim the right to claim the
enforceability or effectiveness of: (a) any amendments to this agreement
that are not executed by an authorized representative of Danove® and
client; (b) any oral modifications to this agreement; and (c) any other
amendments that are based on course of dealing, waiver, reliance, estoppels
or similar legal theory. The parties expressly disclaim the right to
enforce any rule of law that is contrary to the terms of this section. The
failure of either party to enforce, or the delay by either party in
enforcing, any of its rights under this agreement will not be deemed to be
a waiver or modification by such party of any of its rights under this
agreement.

10.5 SEVERABILITY. 
If any provision of this Agreement shall be unlawful, void, or for any
reason unenforceable, then that provision shall be deemed severable from
this Agreement and shall not affect the validity and enforceability of any
remaining provisions, unless Danove® in good faith deems the unenforceable
provision to be essential, in which case Danove® will have the right to
terminate this agreement in accordance with section 10.2.

10.6 PUBLIC ANNOUNCEMENTS. 
Client grants Danove® the right to use client's name in press releases,
product brochures and financial reports indicating that client is a client
of Danove®.

10.7 COUNTERPARTS. 
This agreement may be executed in counterparts, each of which so executed
will be deemed to be an original and such counterparts together will
constitute one and the same agreement.

10.8 THIRD PARTY BENEFICIARIES. 
Client acknowledges that some Danove® services may be provided by third
party licensors. Third party licensors are third party beneficiaries to
this agreement, and there are no other third party beneficiaries to this
agreement. 

10.9 GOVERNING LAW; JURISDICTION; DISPUTE RESOLUTION WITH THIRD PARTY
     LICENSORS. 
This agreement will be interpreted and construed in accordance with the
laws of the state of Oregon, without regard to conflict of law principles.
All disputes arising out of this agreement shall be brought only in the
district and federal courts located in or for Bernalillo County, New
Mexico. Each party consents to the exclusive personal jurisdiction and
venue of the courts, state and federal, located in or for Bernalillo
County, New Mexico.

10.10 NON-SOLICITATION. 
Client acknowledges and agrees that the employees and consultants of
Danove® are a valuable asset to Danove® and difficult to replace.
Accordingly, client agrees that, during the term of this agreement and for
a period of twelve (12) months after the expiration and non-renewal or
termination of this agreement, client will not solicit or attempt to
solicit any employee or consultant of Danove®.


10.11 ORDER CANCELLATION POLICY. RETAIL AND WHOLESALE.
In the unlikely event that you find it necessary to cancel an order, please
contact us immeditaly. If the order has not shipped you will receive a full
refund. If the order has already shipped, your order will be subject up to
a 20% restocking fee plus all outbound, return or redirection shipping 
charges (this includes items shipped with "Free Shipping"). All cancelled 
orders paid by credit card will be subject to an additional credit card
processing charge of 3%. To cancel your order please send an email to 
customerservice@danove.com with your name, order number and
request to cancel your order.
 
10.12 RETURN POLICY. RETAIL AND WHOLESALE.
Danove® extends to each customer a quality satisfaction guarantee on every
product we sell. In the unlikely event that it may be necessary to return an 
item, please email customerservice@danove.com with your name, invoice 
number and a brief description of the product you would like to return. 
All returns require a return authorization number that must be obtained in 
advance from Danove. Return authorization number must be placed on all
cartons being returned and clearly visible. Danove® will not accept 
unauthorized returns. Returns must be made within 30 days of delivery based
on the conditions detailed below.
Returns must be 100% complete, in original and resalable
condition. Product requiring assembly can not be returned if assembled. Product
must be returned in original boxes and packing material, have original UPC
codes on the factory boxes, contain all manuals, registration cards, and
accessories as applicable. All returns are subject to a 20% restocking charge.
We reserve the right to refuse a return on any product that does not meet these
requirements. Danove® is not responsible for return shipping costs and is not
responsible for any shipping damage. Returns must be made within 30 days of
delivery in order to receive any consideration of a refund. Outbound shipping charges
are not refundable. If the product was purchased with "Free Shipping"
and is returned, the customer will be responsible for actual shipping charges
both ways. All returns paid by credit card will be subject to an additional
processing charge of 3%. Danove® will pay the return shipping costs if the
return is a result of our error, such as an incorrect item received.

Credits will be issued after our warehouse receives,
inspects, and processes your return; however, your credit card company
determines when the issued credit will be reflected in your statement. Please
allow one to two billing cycles.

On all shipments to customers, we incur shipping and
handling costs. If through no fault of Danove® the shipment is refused, we will
charge your account for outbound and return shipping costs to recover the
expenses incurred. In addition, we reserve the right to impose a 20% restocking
fee. All refused upon delivery orders paid by credit card will be subject to an
additional processing charge of 3%.


Damage caused by shippers must be reported and resolved with
the delivering carrier or shipping company directly. All claims for discrepant
material must be made within 5 days after receipt of goods, and must be
exchanged or repaired.

Defective merchandise: if a product or part(s) are found to
be defective within 30 days of delivery replacement product or part(s) will be
sent. Please email Danove® immediately at customerservice@danove.com with your
name, invoice number and a brief description of the product problem. All
defective product exchanges require a return authorization number that must be
obtained in advance from Danove. Return authorization number must be placed on
all cartons and clearly visible. Danove® will not accept unauthorized
exchanges. After 30 days, any defects will be covered under the manufacturer's
warranty. Any attempt to repair a defective item without authorization may void
this warranty.

HEADINGS.
The headings used herein are for reference and convenience only and shall
not enter into the interpretation hereof.

ENTIRE AGREEMENT. 
This agreement contains the entire agreement of the parties with respect to
the subject matter of this agreement and supersedes all previous
communications, representations, understandings and agreements, either oral
or written, between the parties with respect to said subject matter.