PART ONE

Acceptance of the Terms of Use for All Users Welcome to the AGAE Technologies websitewww.agaetech.com, which is owned and operated by AGAE Technologies LLC ( “AGAE”, “we” or “us”). The following terms (these “Terms of Use”) govern your access to and use of this website and its content (collectively, the “Website”).  By using the Website, you agree to these Terms of Use and our Privacy Policy. If you do not agree, do not use the Website. Unless the context indicates otherwise, the terms “you” and “your” refer to both you individually and any organization you are accessing the Website on behalf of.

Changes to the Terms of Use:

We may revise and update these Terms of Use from time to time. All changes are effective immediately when we post them. Your continued use after changes are posted means 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.

Accessing the Website:

To access the Website or some of the resources it offers, you may be asked to provide information about yourself. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. All information you provide through this Website is governed by our Privacy Policy.

Intellectual Property Rights:

The Website and its entire contents are owned by AGAE and other providers of such material and are protected by copyright, trademark, and other intellectual property or proprietary rights laws. The MayLūClean name, MayLū name and logo, AGAE Technologies name and logo, and all related names, logos, designs, and slogans are trademarks of AGAE Technologies, LLC or its affiliates, or licensors.

Permitted Uses:

These Terms of Use permit you to use the Website for your personal use only.  You may not use the Website or its content except as expressly permitted by these Terms of Use.

Prohibited Uses:

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

• Use the Website to engage in any unfair or deceptive conduct, or other conduct that, as determined by us, may harm AGAE or users of the Website or expose them to liability.
• Attempt to gain unauthorized access to or interfere with any parts of the Website or any server, computer, or database connected to the Website.
• Modify any content you have downloaded, printed, or otherwise obtained from the Website, or remove or obscure any copyright, trademark, or other intellectual property notices from such content.

Reliance on Information Posted:

Our Website content is provided solely for educational and general information purposes. We do not warrant its accuracy or completeness. Any reliance on information on our Website is at your own risk. We may update this Website from time to time, but its content is not necessarily complete or up-to-date.

Linking to the Website:

You may link to our website, provided you do so in a way that is fair and legal and does not damage our reputation, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement by us without our express written consent. We reserve the right to withdraw linking permission at any time.

Links from the Website:

The Website may contain links to other sites and resources provided by third parties. We have no control or responsibility for those sites or resources. If you decide to access any of the third party websites or resources linked to this Website, you do so entirely at your own risk and subject to the terms and conditions for such websites.

Termination of Your Access:

If you violate these Terms of Use, we may revoke your right to use and access the Website, in which case you must immediately cease using the Website and destroy all copies of any materials you have obtained from the Website.

Disclaimer of Warranties Related to Website:

We cannot and do not guarantee that the Website or its content will be free of viruses or other harmful components. You are responsible for implementing sufficient procedures to satisfy your particular requirements for anti-virus protection, and for maintaining restoration methods for any lost or damaged data. USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. AGAE DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE WILL BE ACCURATE, RELIABLE, OR ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AGAE DISCLAIMS ALL WARRANTIES OF ANY KIND, 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 WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability Related to Website:

IN NO EVENT WILL AGAE, ITS AFFILIATES OR THEIR EMPLOYEES, CONTRACTORS, 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 OR ITS CONTENTS, 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 OR PROFITS, LOSS OF GOODWILL, LOSS OF USE OR DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.  THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification:

You agree to defend, indemnify and hold harmless AGAE, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, and agents 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.

Governing Law and Jurisdiction:

All matters relating to the Website shall be governed by the internal laws of the State of Oregon without giving effect to any conflict of law rules. Any legal suit, action or proceeding arising out of or related to the Website shall be instituted exclusively in the U.S. federal or state courts located in Benton County or Multnomah County, Oregon, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in any relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability:

No waiver of any of these terms shall constitute a continuing or further waiver of the same term or any other term, and any failure or delay in asserting these terms shall not constitute a waiver.  Whenever possible, each provision of these Terms of Use shall be interpreted in such manner as to be effective and valid under applicable law.  If any provision is held to be invalid or unenforceable in any situation in any jurisdiction, such holding shall not affect the validity or enforceability of the remaining provisions or such provision in any other situation or jurisdiction. If any provision is finally adjudged by a court of competent jurisdiction to be invalid or unenforceable, such court shall have the power to limit such provision, delete specific words or phrases, or replace it with a valid and enforceable provision that comes closest to expressing the intention of the invalid or unenforceable provision, and these Terms of Use shall be enforceable as so modified.

Feedback and Comments:

If you submit feedback, suggestions, ideas, or comments (collectively, “Comments”) to us through the website or email, including suggestions for improvements to the Website or AGAE’s products or services, you grant AGAE a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right and license, without restriction, remuneration, or attribution of authorship to use, publish, disclose, display, perform, copy, and otherwise commercially exploit the Comments in any manner and via any media without reference to the source. You acknowledge that your Comments are not binding upon AGAE in any way.

PART TWO

Terms for Making Purchases

PART TWO APPLIES IN ADDITION TO PART ONE IF YOU MAKE PURCHASE THROUGH THE WEBSITE. All orders are subject to the terms set forth in this Part Two. Submission of an order shall constitute, but is not the sole form of, your acceptance of such terms.

Pricing:

All prices are shown in U.S. dollars; taxes, shipping and handling charges are additional. All prices are subject to change without notice. Any price change will not affect an order you have already placed. However, if you place items in your shopping cart and return at a later time to place your order, prices of items in your online shopping cart may have changed since you added them to your cart, so please check current pricing before placing your order.

Availability:

All items are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue products or services without notice, even if you have already placed your order. Note that some items may be unavailable even if our Website indicates that they are in-stock. Adding an item to your cart and placing an order for it does not guarantee the availability of that item. If an item is temporarily out of stock, we will notify you via e-mail that your item has been backordered, and we will ship it to you when it is available.  We will not charge your payment card until the backordered item ships to the designated delivery address. If the item has been discontinued, we will cancel the item from your order and notify you via e-mail. You may cancel a backordered item at any time before it prepared for shipment.

Errors:

We attempt to be as accurate as possible and eliminate errors on the Website; however, we do not warrant that any product, service, description, photograph, pricing or other information is accurate, complete, reliable, current or error-free. In the event of an error, whether on the Website, in an order confirmation, in processing an order, delivering a product or service or otherwise, we reserve the right to correct such error and revise your order accordingly if necessary (including charging the correct price) or to cancel the order and refund any amount charged. Your sole remedy in the event of such error is to cancel or return your order and obtain a refund (See our Returns & Exchanges Policy below)

Shipping & Handling; No Export by You:

When we ship to you or per your directions, you agree to pay the shipping and any handling charges shown on the Website when your order is placed. We reserve the right to change such charges from time to time and without notice, so please check all charges before placing an order. You also agree to pay all customs duties, VAT, or other import fees and taxes outside of the U.S. Such duties, fees, and taxes may be invoiced to you separately after your order has shipped. Such duties, fees and taxes may be invoiced to you separately after your order has shipped. Any shipping or handling charges may or may not reflect actual costs. Any shipping times shown on the Website are an estimate only – actual delivery dates may vary. You may not obtain or direct shipment of product for export.

Payment Method:

If the credit card or other payment method you use cannot be verified, is invalid, or is not otherwise acceptable, your order may be suspended or cancelled automatically. You must resolve any problem we encounter with your method of payment in order to proceed with your order.

Returns & Refunds/Exchanges & Cancellation Policy:

To be eligible for return or exchange, a product must be returned to us unopened and postmarked within thirty (30) days of the date we shipped the product to you and comply with all the requirements below. Unopened items in new condition may be exchanged or returned for store credit or a refund. Incorrect, damaged, or defective items may be exchanged for a replacement or returned for store credit or a refund.  Incorrect, damaged or defective items must be reported to AGAE within 72 hours of receipt. Photos or other evidence of damage may be required. Shipping charges for your original order are non-refundable. Shipping charges for return of your item will be reimbursed by us only if your return or exchange is due to an error made by us – for example, if we shipped you an incorrect item. If your return or exchange is not due to our error, you will be responsible for return shipping charges. Refunds will be credited to the same payment method used for your original order or, in our sole discretion, another method.

Cancellations:

Please call Customer Service if you would like to cancel your order. Cancellation is not guaranteed. If your order has already been shipped or prepared for shipment, we will be unable to cancel your order.

Limited Product Warranty:

AGAE WARRANTS THAT MAYLŪ™ AND AGAE TECHNOLOGIES™ BRANDED PRODUCTS WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP AT THE TIME OF SALE. THIS WARRANTY DOES NOT APPLY TO DAMAGE OR MALFUNCTIONS CAUSED BY NORMAL WEAR AND TEAR, ACCIDENT, ABUSE, NEGLECT, IMPROPER STORAGE, HANDLING OR USE, MISUSE, VANDALISM, ACTS OF GOD, USE OF THE PRODUCTS FOR UNUSUAL PURPOSES OR CONTRARY TO THE INSTRUCTIONS ACCOMPANYING SUCH PRODUCTS, OR OTHER CAUSES EXTERNAL TO THE PRODUCTS. THIS LIMITED WARRANTY SUPERSEDES ANY PRIOR REPRESENTATIONS AND UNDERSTANDINGS REGARDING THE PRODUCTS, INCLUDING ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  EXCEPT FOR THE ABOVE LIMITED WARRANTY, AGAE DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.  THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Exclusivity of Remedy; Limitation of Liability:

YOUR SOLE AND EXCLUSIVE REMEDY, AND AGAE’S SOLE AND EXCLUSIVE LIABILITY FOR ANY BREACH OF WARRANTY SHALL BE YOUR RIGHT TO RETURN THE PRODUCT UNDER THE AGAE RETURNS & EXCHANGES POLICY ABOVE. IN NO EVENT SHALL AGAE BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OF BUSINESS OR ANY LOSS OCCASIONED BY DELAY IN DELIVERY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL THE AGGREGATE LIABILITY OF AGAE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PURCHASE OF ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE WEBSITE EXCEED THE PURCHASE PRICE OF THE PRODUCT OR SERVICE. The foregoing is intended as a complete allocation of the risks between AGAE and you, and you hereby agree that this limitation upon remedies will not have failed of its essential purpose. Your remedies set out herein are exclusive. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Disclaimer of Liability:

AGAE Technologies LLC does not provide any representation or warranty. AGAE disclaims any warranties of usability of the information or products for user’s intended processes and purposes. AGAE also disclaims warranties of non-infringement, completeness, accuracy and merchantability.  All information provided on this web site or in any communications with AGAE—written or verbal—is for information purposes only. Each user of AGAE products assumes full responsibility for determining suitability of the information as well as suitability of the product for their application.  Under no circumstances shall AGAE Technologies LLC be liable for damages resulting from the use of this web site, or any contained information, or for any information included in AGAE communications—written or verbal. Furthermore, information contained on AGAE’s website or in any communications from AGAE—written or verbal—is not intended to provide reference to any intellectual property issues, or any federal, state or local laws which may otherwise be interpreted to apply in the use thereof. All rhamnolipid products sold by AGAE Technologies LLC are for R&D use only and not for drug, household, diagnosis or other use.  It is the user’s sole responsibility to evaluate and manage any health, safety and environmental hazards, and/or compliance issues relating to use.

All AGAE Technologies’ products are intended to be used only by qualified persons who are trained in good laboratory practices and are familiar with the potential risks and hazards inherent with the use of such products.  Use care when using these products. Avoid contact with eyes or skin; do not inhale or swallow.

Trademark product names, trade names, and logos displayed on this web site are trademarks which are proprietary to AGAE Technologies LLC, or AGAE is otherwise entitled to use such trademarks. No license is granted to the user for use of these trademarks on this web site. Any unauthorized use of these trademarks is expressly prohibited.

Copyright content of this web site including texts, graphics, multimedia files and any other information are protected by copyrights, and as applicable, other intellectual property rights. Such copyrights and any applicable intellectual property rights are proprietary to AGAE Technologies LLC, or AGAE is entitled to use them.

Applicable law use of this web site, as well as any claims or lawsuits arising therefrom, shall be governed by the laws of the State of Oregon, USA.