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End User Portal Terms of Use

Last Modified: September 30, 2021

Acceptance of the Terms of Use

These terms of use are entered into by and between you and Mitutoyo America Corporation ("Company", "we", or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of Company End User Portal, including any content, functionality, and services offered on or through Company End User Portal (the "Website").

Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Protection of Personal Information on the Web, found at https://www.mitutoyo.com/personal-information-protection-policy/, incorporated herein by reference. If you do not want to agree to these Terms of Use or our Protection of Personal Information on the Web, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period.

From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Protection of Personal Information on the Web, and you consent to all actions we take with respect to your information consistent with such policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for the purpose of purchasing Mitutoyo product and services. You are not authorized to download or otherwise reproduce text material, photographs, illustrations, software, contents of the electronic catalog, the Mitutoyo name, product name and Mitutoyo logo solely for the purpose of selling Mitutoyo product. All other uses of the content of the Website are prohibited without the prior written permission of the Company. If you wish to make any use of material on the Website other than that set out in this section, please address your request to: contractnotice@mitutoyo.com.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the content standards set out in these Terms of Use.
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
  • Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Website.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Website.

Monitoring and Enforcement; Termination

We have the right to:

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
  • Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Protection of Personal Information on the Web. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Other Terms and Conditions

Additional terms and conditions may also apply to specific portions, services, or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the state of Illinois in the United States. We provide this Website for use only by persons located in the United States, Puerto Rico and the Dominican Republic. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF- SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois in each case located in the City of Chicago and County of Cook. You waive all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Protection of Personal Information on the Web, and Terms of Sale constitute the sole and entire agreement between you and Company regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Your Comments and Concerns

This website is operated by Mitutoyo America Corporation, 965 Corporate Boulevard, Aurora, Illinois 60502.

All notices of copyright infringement claims should be sent to contractnotice@mitutoyo.com.

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to info@mitutoyo.com.

Terms and Conditions of Sale

1. GENERAL

These Terms and Conditions of Sale (the "Terms"), our order confirmation, our Website terms of Use and our Protection of Personal Information on the Web will be deemed the final and integrated agreement and shall govern the sale of the products, equipment, accessories, attachments and/or services purchased through the Website (collectively, the "Equipment") from Company to you, regardless of any other purchase order forms(s)/document(s) submitted by you.

2. EXPORT DISCLAIMER

These commodities, technology or software are sold for use or consumption within the United States only. Any subsequent export, transfer, resale or other disposition of these items from the United States must be made in accordance with the US Export Administration Regulations. Diversion contrary to U.S. law is prohibited.

3. ORDER ACCEPTANCE; CANCELLATION; AND RETURNS AND REFUNDS

You agree that your order is an offer to buy, under these Terms, all Equipment listed in your order. All orders must be accepted by us or we will not be obligated to sell the Equipment to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of items you have ordered. Acceptance of your order and the formation of a contract of sale between us and you will not take place unless and until you have received your order confirmation email. You have the option to cancel your order at any time before we have sent your order confirmation email by calling our Inside Sales Department at 1-800-MITUTOYO.

Refunds are processed within approximately 5 business days of our receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase on the Website. WE OFFER NO REFUNDS ON ANY EQUIPMENT DESIGNATED ON THIS WEBSITE AS NON-RETURNABLE.

4. PRICES AND PAYMENT TERMS

All prices posted on this Website are subject to change without notice. The price charged for Equipment will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept VISA, MasterCard, American Express and Discover for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

5. SHIPMENTS; DELIVERY; TITLE AND RISK OF LOSS

Company will arrange for shipment of Equipment to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process.

Title and risk of loss to Equipment passes to you upon our transfer of Equipment to Company’s designated warehouse/shipping point. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipment.

6. WARRANTY

Company warrants that the products, equipment, accessories, and attachments sold hereunder will be free from defects in material and workmanship for a period of one (1) year from the date the Equipment is purchased. SELLER'S WARRANTY HEREIN IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES OF SELLER, THE MANUFACTURER OF THE EQUIPMENT, AND ANY OTHER ENTITY INVOLVED IN THE MANUFACTURE, SALE, OR SERVICING OF THE EQUIPMENT (OR ANY PORTION THEREOF) AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES AND RELATED COMPANIES (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "MANUFACTURING AND SELLING COMPANIES"), EXPRESS, IMPLIED OR STATUTORY, OR OTHERWISE CREATED UNDER APPLICABLE LAW INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE. IN NO EVENT SHALL COMPANY AND/OR THE MANUFACTURING AND SELLING COMPANIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF COMPANY AND/OR THE MANUFACTURING AND SELLING COMPANIES. IN ADDITION, THIS WARRANTY SHALL NOT APPLY TO ANY EQUIPMENT OR PORTIONS THEREOF WHICH HAVE BEEN SUBJECTED TO ABUSE, MISUSE, IMPROPER INSTALLATION, MAINTENANCE OR OPERATION, ELECTRICAL FAILURE OR ABNORMAL CONDITIONS; AND TO EQUIPMENT WHICH HAS BEEN TAMPERED WITH, ALTERED, MODIFIED, REPAIRED OR REWORKED BY ANYONE NOT APPROVED BY COMPANY. THIS WARRANTY SHALL NOT APPLY TO THE PORTIONS OF THE EQUIPMENT NOT MANUFACTURED BY COMPANY AND ITS PARENT AND AFFILIATED COMPANIES, INCLUDING, BUT NOT LIMITED TO, ANY THIRD PARTY PROBE OR PROBING SYSTEM. COMPANY SHALL ASSIGN TO YOU SUCH WARRANTIES AS COMPANY SHALL RECEIVE FROM THE MANUFACTURER(S) OF SUCH PORTIONS OF THE EQUIPMENT MANUFACTURED BY MANUFACTURERS OTHER THAN COMPANY AND ITS PARENT AND AFFILIATED COMPANIES. SUCH PORTION OF THE EQUIPMENT SHALL BE SEPARATELY WARRANTED BY SUCH MANUFACTURERS. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS WARRANTY SHALL BE LIMITED TO, AT OUR DISCRETION, THE REPLACEMENT OR REPAIR OF ANY DEFECTIVE EQUIPMENT OR PART THEREOF, OR A REFUND OF THE PURCHASE PRICE PAID BY YOU FOR THE EQUIPMENT IN EXCHANGE FOR YOUR RETURN OF THE EQUIPMENT TO COMPANY, FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES OF ANY NATURE. IN NO EVENT SHALL OUR LIABILITY HEREUNDER OR OTHERWISE ARISING RELATIVE TO THE SALE OF THE EQUIPMENT EXCEED IN ANY EVENT OR UNDER ANY THEORY OR CAUSE OF ACTION, THE PURCHASE PRICE PAID BY YOU TO COMPANY FOR THE EQUIPMENT. Our warranty hereunder is extended to and shall be for the sole and exclusive benefit of you. This warranty is not assignable or otherwise transferable to any subsequent purchaser or user of the Equipment, and any sale or other transfer of the Equipment or any such attempted assignment and transfer of this warranty shall void our warranty, and we shall thereafter have no further obligation or liability with regards thereto.

7. PATENT INFRINGEMENT

Company warrants that the Equipment sold hereunder will not in and of itself infringes any patent of the United States of America. Company's liability under this warranty limited to Company's defense of any suit or proceeding brought against you based on a claim that the Equipment sold hereunder when employed in the manner intended by Company constitutes an infringement of any patent of the United States. Company's liability hereunder is conditioned upon you giving immediate written notice of any such claim made against you, and giving all such information available to you and such assistance as required by Company with respect to such claim, and you granting to Company exclusive control of the settlement and litigation of any such suit, proceeding or claim. If you use of the Equipment in the manner intended by Company is finally enjoined, Company shall, at its option, procure for you the right to continue using the Equipment, replace the same with non-infringing equipment, modify the Equipment so it becomes non-infringing, but equivalent to the Equipment sold hereunder, or remove the Equipment and refund the purchase price (less allowance for use, damage and obsolescence). In no event will Company and/or the Manufacturing and Selling Companies be liable for any patent infringement based on the use of the Equipment for purposes other than that for which it is sold by Company. Company makes no warranty against patent infringement resulting from portion of the Equipment made to your specifications or the use of the Equipment in combination with other products or in the practice of any process, and if a claim, suit or action is based thereon, you shall, defend and indemnify Company and the Manufacturing and Selling Companies from and against any and all claims, losses or damages arising there from.

8. SAFETY PRECAUTIONS

You shall require all employees to use all safety devices, guards, and proper safe operating procedures set forth in manuals and instructions furnished by Company. You shall not remove or modify any such device, guard or sign. It is your responsibility to provide all the means that may be necessary to effectively protect all employees from serious bodily injury which otherwise may result from the method of particular use, operation or set-up or service of the Equipment. If you fail to comply with such provisions of this paragraph or any applicable standards or regulations, you shall indemnify Company and the Manufacturing and Selling Companies from and against all claims, losses or damages arising there from.

9. MISCELLANEOUS PROVISIONS

(a) If any term or condition or part of the Terms is held to be invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

(b) All rights available to you and Company under the Uniform Commercial Code except as specifically limited or excluded herein (even though not specifically enumerated herein), are expressly reserved to you and Company as remedies available in the event of default of the other party. The Manufacturing and Selling Companies shall be extended the benefits and protection of these Terms.

(c) ALL DISPUTES ARISING OUT OF THIS AGREEMENT (OR THE BREACH HEREOF) SHALL BE SETTLED BY SUBMISSION TO ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. SUCH PROCEEDINGS SHALL BE HELD BEFORE THE AMERICAN ARBITRATION ASSOCIATION IN CHICAGO, ILLINOIS BEFORE A PANEL OF THREE (3) ARBITRATORS. ANY JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATORS MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. IF ANY SUIT OR PROCEEDING BE BROUGHT IN ANY COURT, THE COURT SHALL, ON APPLICATION OF ONE OF THE PARTIES, STAY THE PROCEEDINGS AND ANY TRIAL UNTIL SUCH ARBITRATION HAS BEEN HAD IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. YOU WAIVES AND AGREES NOT TO CLAIM OR ASSERT IN ANY PROCEEDING OF ANY NATURE ANY AND ALL CLAIMS WHICH IT MAY HAVE OR HEREAFTER CLAIM TO HAVE FOR PUNITIVE DAMAGES UNDER ANY THEORY WHATSOEVER RELATING TO THIS AGREEMENT OR THE BREACH HEREOF. YOU HEREBY AGREES THAT THE ARBITRATORS SHALL NOT HAVE THE RIGHT OR AUTHORITY TO ASSESS ANY PUNITIVE DAMAGES AGAINST COMPANY. IN THE EVENT THAT A COURT SHALL FIND THAT YOU IS NOT BOUND BY THE FOREGOING ARBITRATION PROVISION, YOU SHALL BRING ACTION ONLY IN A STATE OR FEDERAL COURT LOCATED IN THE FEDERAL DISTRICT ENCOMPASSING THE NORTHERN DISTRICT OF ILLINOIS AND YOU HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS WITH RESPECT TO ALL ACTIONS BETWEEN THE PARTIES HERETO. YOU WAIVE ANY AND ALL OBJECTIONS TO LACK OF JURISDICTION, IMPROPER VENUE AND/OR FORUM NON-CONVENIENS. IN THE EVENT THAT YOU INSTITUTES ANY ACTION IN ANY OTHER COURT OR FORUM, YOU SHALL PAY COMPANY'S EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES) IN DISMISSING OR TRANSFERRING SUCH ACTION TO A COURT LOCATED IN THE FEDERAL DISTRICT ENCOMPASSING THE NORTHERN DISTRICT OF ILLINOIS. THE PROVISIONS OF SUBPARAGRAPH TO THE CONTRARY NOTWITHSTANDING, THE PARTIES EACH RESERVE THE RIGHT TO BRING ANY ACTION FOR EQUITABLE RELIEF IN AN APPROPRIATE CASE, AND THE PARTIES' AGREEMENT TO ARBITRATE HEREUNDER SHALL NOT STAY OR OTHERWISE AFFECT EITHER PARTY'S RIGHT TO PETITION A COURT OF COMPETENT JURISDICTION FOR EQUITABLE RELIEF IN APPROPRIATE CIRCUMSTANCES, PROVIDED HOWEVER, THAT ALL CLAIMS FOR MONEY OR MONEY DAMAGES RELATED THERETO SHALL BE REFERRED TO ARBITRATION AS AFORESAID. ANY SUCH ACTION SHALL BE INSTITUTED SOLELY AND EXCLUSIVELY IN A STATE OR FEDERAL COURT DESIGNATED IN THIS SUBPARAGRAPH (c).

(d) YOU WAIVE ALL CLAIMS FOR PUNITIVE DAMAGES AGAINST THE COMPANY AND THE MANUFACTURING AND SELLING COMPANIES RELATING TO THE EQUIPMENT, ANY AGREEMENT BETWEEN THE PARTIES, THE RELATIONSHIP OF THE PARTIES AND ANY OTHER MATTERS RELATED THERETO.