Terms of service

OVERVIEW
This website is operated by Ohio Drone Repair. Throughout the site, the terms “we”, “us” and “our” refer to Ohio Drone Repair. Ohio Drone Repair offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.

SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Ohio Drone Parts & Repair, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Ohio Drone Parts & Repair and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of United States.

SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at flybyvideopros@gmail.com

Ohio Uav Services LLC D.B.A Ohio Drone Repair

TERMS AND CONDITIONS OF SALE-

These Terms and Conditions of Sale were last updated on October 22nd, 2024

THE PROVISIONS SET FORTH BELOW CONSTITUTE THE TERMS AND CONDITIONS UPON WHICH Ohio Uav Services LLC D.B.A Ohio Drone Repair OFFER TO SELL GOODS, DEPENDING ON THE LOCATION OF THE BUYER, THE PRODUCT SOLD AND OTHER FACTORS. AS USED HEREIN, THE TERM“SELLER” SHALL MEAN THE PARTICULAR SELLING SUBSIDIARY. ACCEPTANCE OF SELLER’S OFFER IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS SET FORTH HEREIN. UNLESS OTHERWISE AGREED IN A WRITING SIGNED BY BOTH PARTIES, THE BUYER’S PLACEMENT OF AN ORDER BY PHONE, THROUGH THE DELIVERY OF A PHYSICAL ORDER, THROUGH THIS WEBSITE OR OTHERWISE SHALL CONSTITUTE ITS ACCEPTANCE OF THESE TERMS AND CONDITIONS AND A WAIVER OF ALL TERMS AND CONDITIONS IN ANY PURCHASE ORDER OR OTHER DOCUMENT WHICH ARE DIFFERENT FROM OR ADDITIONAL TO THOSE SET FORTH BELOW.

1. Payment Terms. Payment terms are pre-paid or as otherwise agreed by the parties. Further, Buyer agrees to reimburse Seller for all reasonable costs incurred in connection with its efforts to collect past due accounts, including, but not limited to, attorneys’ fees, collection agency fees and court costs. Seller also reserves the right to charge interest on past due amounts at rates equal to the maximum rate allowed by law.

2. Security Interest. As security for the payment of the entire balance owed by Buyer, Seller shall retain, and Buyer hereby grants to Seller, a security interest in and to the goods sold to Buyer, together with all proceeds and products of and insurance on such goods. In furtherance thereof, Seller may, in the manner provided by law, retake the goods and in addition thereto pursue any other remedies provided by law, including but not limited to, those remedies set forth in these terms and conditions. Buyer irrevocably authorizes the filing of financing statements by Seller (without signature by Buyer) in the jurisdiction of Buyer’s legal formation and existence, as well as the filing of a photographic or other copy of these terms and conditions, as a financing statement, and agrees that any such filing will be sufficient as a financing statement.

3. Sales Tax. The resale certificate must be submitted for the state or states into which the goods are to be shipped. If an exemption certificate is not available or if the Buyer wishes to pay sales tax, a statement on the company letterhead advising that the Buyer will pay sales tax, must be provided. Buyer shall be liable for all taxes and any fines, penalties, or costs arising in connection with Buyer’s provision of any certificate deemed invalid by any applicable taxing authority or as a result of Buyer’s failure to provide the required certificate(s).

4. Shipping. Delivery shall be EXW (Incoterms, 2010)  Seller’s warehouse. Seller will use reasonable commercial efforts to ship products as close as possible to the requested shipment date. The sole remedy available to the Buyer for failure of Seller to timely ship products pursuant to an accepted order shall be, at the Buyer’s option, to accept a revised shipment schedule or terminate the order without any liability from the Buyer to Seller on account of such cancellation.

5. Force Majeure. Neither party shall be responsible or liable in any way for failure or delay in performing its obligations hereunder (other than an obligation to pay an existing debt) when such failure or delay is directly or indirectly due to an act of God, war, threat of war, strikes or other labor problems, inability to obtain or manufacture products, accident, fire, government order or regulation or any other cause beyond such party’s reasonable control.

6. Risk of Loss. Title and risk of loss shall pass to the Buyer at the time Seller delivers the ordered products to a common carrier for delivery to the Buyer or its designee.

7. Cancellation/Rejection. Seller expressly reserves the right to reject any and all purchase orders. Approval of purchase orders may be evidenced by written acknowledgment (including by facsimile or electronic means) or by shipment of the ordered products by Seller. Unless otherwise expressly agreed by the parties in writing, approved purchase orders are not subject to cancellation by the Buyer. If at any time, Buyer is delinquent in the payment of any invoice or is otherwise in breach of this agreement, or if Seller reasonably believes Buyer’s credit is impaired, Seller may withhold shipment of any order or may, at its option, require Buyer to prepay for further shipments.

8. Returns. Defective product may be returned in accordance with these terms for replacement or repair based on manufacturers’ return policies, but in no event longer than thirty (30 ) days after delivery to end user. All Products sold by Ohio Uav Services LLC are sold with, to the extent that such warranties be present and transferable, the manufacturer’s limited warranty.

General Guidelines

· A Return Authorization number must be obtained prior to the return of any product. Please contact Ohio Drone Repair at Accounts@Ohiodronerepair.com or call Ohio Drone Repair Tech Line at:

(440) 249-7266

· A RA number must be requested within 30 days of the original invoice date.

·RA numbers are valid for 30 days.

· With the exception of defective returns, only factory sealed product in new/re-sellable condition are eligible for return. Any product returned that is not factory sealed in new/re-sellable condition will be returned to the Customer at their expense.

· Returns must be shipped freight pre-paid. Products received freight collect or without a RA number will be returned at Customer’s expense

· Returns will be credited at original purchase price.

·All sales of discontinued products are final

·All sales of special order products are final.

Defective Returns

· Products that are defective at first use may be eligible for return to Ohio Uav Services, based on the manufacturer’s return policy. If a manufacturer allows product returns, then the product is returnable to Ohio Uav Services. If the manufacturer does not offer product returns then the product must be serviced based on the manufacturer’s service guidelines..

· All applicable RA policies as outlined in the General Guidelines above apply.

Multiple repair/unable to repair guidelines

· The resolution of issues related to multiple repairs, or unable to repair products owned by a customer is an issue between the customer and the vendor.

· If a Customer chooses to intercede on behalf of the end-user and take the product back, Ohio Uav Services will work to facilitate the return of the product back to the vendor, but this product is not returnable to Ohio Uav Services

Visible Freight Damage Claims

· Any carton showing obvious signs of damaged should be refused at the time of receiving, and the reason for the refusal must be notated on Carrier Delivery Receipt

· If the Customer makes the determination to keep a product that shows obvious signs of carton damage, the Customer must still note the damage on the Carrier Deliver Receipt

· The resolution of cartons showing obvious signs of damage is between the Customer and Ohio Uav Services. If the customer did not refuse the shipment, then work with an Ohio Uav Services customer service representative to get these issues resolved. The customer must contact Ohio Uav Services at within 24 hours of receipt of goods.

Concealed Freight Damage Claims-Consumer Electronics

· From time to time a product will be damaged without obvious signs of carton damage. In these cases the following guidelines apply:

o The concealed damage issue must be reported within 7days of the original invoice date.

o A RA form must be filled out and submitted along with a series of photographs included showing the following:

§A picture of the product showing the damage.

§A picture of the serial number on the unit.

§ A picture of each side of the box showing no signs of obvious carton damage.

§ A picture of the serial number on the box confirming that it matches the serial number on the unit

o Submit the RA request to Ohio Uav Services. Ohio Uav Services will submit the request to the vendor. If the vendor approves the claim, Ohio Uav Services will accept the return.

Concealed Freight Damage Claims-Appliance

· From time to time an appliance will be damaged without obvious signs of carton damage. In these cases the following guidelines apply:

o The concealed damage issue must be reported to the Ohio Uav Services Territory Account Manager within 30 days of the original invoice date.

o Ohio Uav Services will work with the customer to provide an allowance commensurate with the level of damage to the unit

o Under no circumstances will Ohio Uav Services take back damaged appliances unless they are properly refused and noted at time of receiving.

9. Inspection of Products. Products shall be inspected by Buyer upon delivery. Notice of rejection or claim for shortages, damaged product, or other nonconformity must be communicated by Buyer to Seller immediately upon receipt of product (any such oral communication to be confirmed in writing not less than 5 business days thereafter), and must specify the particular respects in which the delivery or the products are nonconforming. Buyer shall have no right to exercise any remedial rights until notice of nonconformity has been given to Seller and Seller afforded a reasonable opportunity to cure such nonconformity, if appropriate.

10. Non-Assignment. Purchase orders may not be assigned by either party to any other entity without the prior written consent of the other. Notwithstanding the foregoing, however, Seller reserves the right to assign the performance of any or all its obligations to any subsidiary or other entity with which it is affiliated.

11.DISCLAIMER OF WARRANTIES. The written warranty, if any, extended by the manufacturer of any product sold by Seller is the sole warranty for such product. SELLER DOES NOT ADOPT THE MANUFACTURER’S WARRANTY NOR DOES IT EXTEND WARRANTIES OF ITS OWN, EXPRESS OR IMPLIED. ALL PRODUCTS ARE SOLD BY SELLER “AS IS.” BUYER ACKNOWLEDGES THAT NO OTHER WARRANTIES WITH REGARD TO THE PRODUCTS SOLD HEREUNDER, WHETHER OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR OTHERWISE, ARE CREATED BY THESE TERMS OR BY THE SALE OF PRODUCTS HEREUNDER. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312(3) OF THE UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATE STATUTE IS EXPRESSLY DISCLAIMED.

12.LIMITATION ON SELLER’S LIABILITY.IN NO EVENT SHALL SELLER BE LIABLE FOR ANTICIPATED PROFITS OR FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR OTHER ECONOMIC LOSS OR FOR ANY DAMAGES ARISING IN TORT WHETHER BY REASON OF STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE REGARDLESS OF WHETHER OR NOT SELLER HAS BEEN APPRISED OF THE POSSIBLITY OF SUCH DAMAGE. SELLER’S LIABILITY ON ANY CLAIM OF ANY KIND FOR LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH AN ORDER OR FROM THE PERFORMANCE OR BREACH THEREOF SHALL NOT EXCEED THE PRICE ALLOCABLE TO THE PRODUCTS OR UNIT THEREOF WHICH GIVES RISE TO THE CLAIM. THE FOREGOING SHALL BE BUYER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY SUCH CLAIM. IN NO EVENT SHALL SELLER BE LIABLE FOR DAMAGES OF ANY KIND TO THE EXTENT RESULTING FROM ANY USER’S FAILURE TO COMPLY WITH MANUFACTUER’S INSTRUCTIONS FOR USE OF THE PRODUCTS.

13. Setoff. All claims for money due or to become due from Seller shall be subject to deduction or setoff by Seller by reason of any counterclaim arising out of this or any other transaction with Buyer.

14. Severability. If any term of this order is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law (“Governing Law”), such term shall be deemed reformed or deleted but only to the extent necessary to comply with such Governing Law and the remaining provisions of this order shall remain in full force and effect.

15. No Waiver. Seller’s failure to insist on performance of any of these terms or conditions or to exercise any right or privilege, or Seller’s waiver of any breach hereunder shall not thereafter waive any other term, condition or privilege, whether of the same or similar type.

16. Governing Law. Ohio law, not including its choice of law rules but including its statutes of limitations, governs all questions related to the validity, interpretation or performance of this Agreement and also all questions concerning any rights or obligations of the parties. Seller and Buyer hereby irrevocably submit to the exclusive personal jurisdiction of the United States Court for the North Eastern District of Ohio over any action, suit or proceeding arising out of or relating to this order, the products sold pursuant to this order, or the transactions contemplated by this order, unless said Court does not have subject matter jurisdiction in which case the parties irrevocably submit to the exclusive jurisdiction of the Court of Common Pleas of Summit County.

17. Statute of Frauds. The parties agree that a facsimile or electronic document is a writing within the meaning of any applicable law that requires a written document for an enforceable contract.

18. Modification/Updates. These terms and conditions are subject to modification or updating by Seller without prior written notice. It is the Buyer’s responsibility to review the terms and conditions of sale for modification or updates, as the terms and conditions in effect at the time an order is placed will govern that particular order.

19. Disputes.  Buyer and Seller shall strive to settle amicably and in good faith any dispute arising in connection with this Purchase Order. If they are unable to do so, the Parties agree dispute shall be resolved by binding arbitration conducted under the rules of the American Arbitration Association as presently in force, or in the event of an international shipment, under the rules of the International Centre for Dispute Resolution, as presently in force. In either case, the place of arbitration shall be Akron, Ohio. Upon resolution of the dispute, this Order shall be equitably adjusted, if necessary, to reflect such resolution.

20. Export Compliance .  Under these standard terms, the Parties agree tha the sale of goods takes place in the U.S.  Buyer shall be responsible for compliance with all U.S. Governmental export regulations they relate to the export of goods and/or data. Buyer shall indemnify and hold Seller harmless for any loss, damage, or expense incurred for or as a result of any failure or alleged failure of Buyer to company with the above referenced laws and regulations. Seller’s only responsibility for export compliance will be to provide: (i) appropriate certification to Buyer that the good(s) purchased by the Buyer are not on the United States Munitions List (USML); (ii) on the first shipment to Buyer, provide the Export Control Classification Number, the Harmonized Tariff Schedule Classification Number, and a Certificate Of Origin or a Manufacturers Affidavit to Buyer.

21. Entire Agreement. This is the final, complete, exclusive and completely integrated record of the contract between Buyer and Seller relating to the sale of goods hereunder.

THE FOLLOWING ADDITIONAL PROVISIONS APPLY TO THE PURCHASE OF SPECIALTY PRODUCTS:

23. Compliance with Ohio Uav Services Policies. It is Ohio Uav Services policy to comply with the Minimum Advertised Pricing policies adopted by its various third party manufacturers (“MAP Policies”). In addition, Almo requires all Buyers purchasing Specialty Products hereunder for resale to also comply with such MAP Policies. Ohio Uav Services reserves the right to unilaterally reject any request to purchase Specialty Products hereunder and to suspend or terminate its business relationship with Buyers who do not comply with MAP Policies. The MAP Policies are available for review at www. (specify location).

24. Minimum Display Requirements. Buyers of Specialty Products are required to comply with Ohio Uav Services Minimum Product Display requirements. The current Minimum Display requirements are available for review at www. (specify location). Failure to comply with these requirements may result in the suspension or termination of Ohio Uav Services business relationship with Buyer.

25. Territory. Buyer is only authorized to promote and sell Products under those entity names, and from such business locations, as specifically approved in writing by Ohio Uav Services. In addition, Buyer shall not promote or sell Products outside of the specific geographic territory approved in writing by Ohio Uav Services. Buyer is only authorized to sell Products within the geographical area that it is capable of fully servicing consistent with the highest level of industry standards. Failure to comply with these requirements, including but not limited to, the transshipment of Products outside Buyer’s approved territory, may result in the suspension or termination of Ohio Uav Services business relationship with Buyer