Terms of Service

Results may vary. Information and statements made are for education  purposes and are not intended to replace the advice of your doctor.  Energy Enhancement System does not dispense medical advice, prescribe,  or diagnose illness. The views and nutritional advice expressed  by Energy Enhancement System are not intended to be a substitute for  conventional medical service. If you have a severe medical condition or  health concern, see your physician.

These terms and conditions of sale (“Agreement”) are applicable to  any order placed with and accepted by Us (referred to herein as  “Supplier”):

1  SCOPE OF AGREEMENT. Supplier, upon acceptance of an Order placed  by Buyer, will supply the products and services specified in the Order  (the “Work”) to Buyer, pursuant to the terms and conditions of this  Agreement and its exhibits and Supplier’s acceptance of such order  submitted by Buyer is expressly limited to the terms and conditions of  this Agreement notwithstanding any contrary provision contained in  Buyer’s purchase orders, invoices, acknowledgements or other documents.  The details of the Work (e.g. quantity, price, and product  specifications) shall be set forth in the relevant Order.

2  PRICE AND TERMS. (a) The prices payable by Buyer for goods and  services to be supplied by Supplier under this Agreement will be  specified in the applicable Order. Unless otherwise expressly stated in  an Order, all prices exclude shipping and taxes. (b) Payment terms are  net thirty (30) calendar days from the date of the invoice. If Buyer  does not pay an invoiced amount within terms, Buyer will in addition pay  finance charges of one and one-half percent (1.5%) per month on the  late balance and Supplier reserves the right to (1) withhold shipment of  the Work until full payment is made; and/or (2) revoke any credit  extended to Buyer. In the event that Buyer’s account is more than ninety  (90) days in arrears, Buyer shall reimburse Supplier for the reasonable  costs, including attorneys fees, of collecting such amounts from Buyer.  In the event of any dispute regarding an invoice, no finance charges  will apply in the event that Buyer provides written notice of the  dispute prior to the due date for such payment. (c) Upon reasonable  request by the Supplier, Buyer shall provide copies of its most recent  audited financial statements or other reasonable evidence of its  financial capacity and such other information as Supplier reasonable  requests to determine credit status or credits limits. (d) Buyer shall  provide notice within five (5) business days of the occurrence of any  event which materially affects Buyer’s ability to perform its  obligations under this Agreement including but not limited to: (i) the  material default of any supplier or sub-contractor; (ii) labor strike or  dispute; or (iii) material uncured default with respect to any debt  obligations of Buyer. (e) Pricing schedules (whether attached to this  Agreement or an Order) are subject to change upon a change in the price  of applicable raw materials (as reflected on a recognized trade or  commodity pricing tracker) in excess of five percent (5%) from the date  of such schedule. (f) Unless otherwise specified in the Order, Work will  be delivered FOB Supplier’s manufacturing facility and will be shipped  to Buyer via carriers selected by Supplier.

3    BUYER MATERIALS AND DATA. (a) Buyer represents and warrants that  any matter it furnishes for performance of services by Supplier (i)  does not infringe any copyright or trademark or other Intellectual  Property Rights of any third party; (ii) is not libelous or obscene;  (iii) does not invade any persons right to privacy; and (iv) does not  otherwise violate any laws or infringe the rights of any third party.  (b) Buyer warrants that it has the right to use and to have Supplier use  on behalf of Buyer any data provided to Supplier or its Affiliates by  Buyer including specifically customer names, identifying information,  addresses and other contact information and related personal information  (“Data”). Buyer further warrants that it will designate on the  applicable Order if Data provided pursuant to that Order is subject to  (Company Name) or other statutes providing enhanced data protection or  requiring enhanced data security procedures.

4   INVENTORY. In the event any inventory is maintained by the  Supplier on behalf of Buyer, the applicable Addendum(s) (Addendum 1  and/or Addendum 2) incorporated herein shall apply.

5    INTELLECTUAL PROPERTY. Any and all inventions, discoveries,  patent applications, patents, copyrights, trademarks and trade names,  commercial symbols, trade secrets, work product and information  embodying proprietary data existing and owned by Buyer as of the date of  the Order or made or conceived by employees of Buyer during the Term of  the Order shall be and remain the sole and exclusive property of Buyer  provided that Buyer grants to Supplier a license to use, display and  distribute (and to sub-license its affiliates and sub-contractors to  use, display and distribute) any intellectual property rights delivered  to Supplier as reasonably necessary to perform any Order. Any and all  inventions, discoveries, patent applications, patents, copyrights,  trademarks and trade names, commercial symbols, trade secrets, work  product and information embodying proprietary data existing and owned by  Supplier as of the date of the Order or made or conceived by employees,  consultants, representatives or agents of Supplier during the term of  this Agreement shall be and remain the sole and exclusive property of  Supplier. Without limiting the generality of the foregoing, the parties  agree that Supplier will own systems (including all web source code)  related to the Services provided hereunder, including all modifications,  upgrades and enhancements thereto made during the term of the Order.  Without limiting the generality of the foregoing, Buyer acknowledges and  agrees that Supplier is in the business of developing customized print  and e-commerce solutions, and the provision of print and fulfillment  order services, and that Supplier shall have the right to provide to  third parties services which are the same or similar to the services  provided herein and to use or otherwise exploit any Supplier materials  in providing such services.

6    CONFIDENTIAL INFORMATION. Any information that parties receive  or otherwise have access to incidental to or in connection with this  Agreement (collectively, the “Confidential Information”), shall be and  remain the property of the disclosing party. Confidential Information  shall not include information which: (i) was in the possession of the  Receiving Party at the time it was first disclosed by the Disclosing  Party; (ii) was in the public domain at the time it was disclosed to the  Receiving Party; (iii) enters the public domain through sources  independent of the Receiving Party and through no breach of this  provision by the Receiving Party; (iv) is made available by the  Disclosing Party to a third party on an unrestricted, non-confidential  basis; (v) was lawfully obtained by the Receiving Party from a third  party not known by the Receiving Party to be under an obligation of  confidentiality to the Disclosing Party; or (vi) was at any time  developed by the Receiving Party independently of any disclosure by the  Disclosing Party. Confidential Information may be used to the extent  necessary to perform this Agreement and the parties shall not disclose  Confidential Information to any third party, except to its agents (who  have executed confidentiality agreements containing terms substantially  similar to the terms) as necessary to provide the Work hereunder. In no  event shall Buyer acquire any right, title or interest in and to any  product or process information, including related know how, either  existing or developed during the course of the business relationship  with Supplier and Buyer, and in no event shall Supplier acquire and  right, title, or interest in and to any materials or information  provided to it by Buyer.

7   INDEMNIFICATION. The indemnifying party, as Indemnitor, shall  indemnify, defend and hold harmless the indemnified party, as  Indemnitee, its officers, directors, employees, agents, subsidiaries,  and other affiliates from and against any and all claims, damages,  liabilities, and expenses (including attorney fees) arising from any  third-party claim based on Indemnitor’s (or its agent’s) breach of any  representation, warranty, covenant, agreement, or obligation under the  Order or this Agreement , or Indemnitor’s (or its agent’s) grossly  negligent and/or willful acts in carrying out its obligations under the  Order or the Agreement, provided that in no event shall Supplier be  responsible for any claims arising out of its compliance with  instructions, requirements, or specifications provided by or required by  Buyer (including the use of information, artwork, logos, and/or  trademarks provided by Buyer). Neither party will be responsible for  indemnifying another party hereto where the basis of the indemnity claim  arises out of such other party’s own negligence or willful misconduct.  In order to avail itself of this indemnity provision, Indemnitee shall  promptly provide notice to Indemnitor of any such claim, tender the  defense of the claim to Indemnitor, and cooperate with Indemnitor in the  defense of the claim. Indemnitor shall not be liable for any cost,  expense, or compromise incurred or made by Indemnitee in any legal  action without the Indemnitor’s prior written consent.

8    BREACH. In addition to all other rights to which a party is  entitled under this Agreement, if either party breaches any term of the  Order or the Agreement, the non-breaching party shall have the right to:  (a) terminate the Order immediately upon written notice to the other  party; and (b) seek to obtain injunctive relief to prevent such breach  or to otherwise enforce the terms of this Agreement. Failure to properly  demand compliance or performance of any term of the Order or this  Agreement shall not constitute a waiver of Supplier’s rights hereunder  and prior to any claim for damages being made for non-conformance or  breach, Buyer shall provide Supplier with reasonable notice of any  alleged deficiencies in the Work or performance under the Order or this  Agreement and Supplier shall have a reasonable opportunity to cure any  such alleged non-conformance or breach.

9   Warranty. Supplier warrants that the Work shall reasonably  conform to specifications in all material respects. If applicable and at  Supplier’s option, Supplier may provide Buyer with an on-line printing  proof for Buyer approval. If a proof has been provided, once Buyer  approves a proof, Buyer will be liable for all fees associated with the  order, as specified in the Order. If Buyer supplies Supplier stock or  items for imprinting as part of the Order, Supplier is not responsible  for issues related to the quality of the stock or items for imprinting.  Supplier will not provide refunds for any Work conforming to  specifications in all material respects. Other than the warranties set  forth in this section, Supplier makes no warranty of any kind, expressed  or implied or otherwise whatsoever, that the services performed or any  items produced will be merchantable or fit for any particular purpose or  use. In the event of any breach of any warranty specified in this  provision, Buyer’s exclusive remedy shall be that Supplier shall, at its  option, repair or replace any defective goods at no cost to Buyer or  refund any purchase price paid for such Work.

10   Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE  LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR  PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY FOR SUCH  DAMAGES AND VENDOR’S TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT  AND THE ORDER SHALL BE LIMITED TO THE TOTAL FEES DUE HEREUNDER FOR THE  INVOICE UPON WHICH A CLAIM IS BASED.

11   NOTICE. Any notice sent pursuant to the Order or this Agreement  shall be sent by certified mail, return receipt requested, or by  overnight mail to the addresses on the Order or to such address as  either party may in the future designate. A copy of any notice to  Supplier shall be also sent to (Address) together with a copy this  Agreement. Notices shall be effective upon receipt.

12   ASSIGNMENT. Except as otherwise provided, the Order and this  Agreement shall be binding upon and inure to the benefit of the parties’  successors and lawful assigns.

13   STATUS. Buyer and Supplier are separate entities. Nothing in the  Order or this Agreement shall be construed as creating an  employer-employee or joint venture relationship.

14   COMPLIANCE WITH LAW. Each party shall comply with all state,  federal and local laws and regulations applicable to its performance  hereunder.

15   GOVERNING LAW. The Order and this Agreement shall be governed by  the laws of the (Nevada) , without reference to conflicts of law  principles. Any legal suit, action or proceeding arising out of or  relating to the Order or these this Agreement shall be commenced in a  federal court in (Nevada) or in state court in the County of (Clark  County, Nevada), and the appellate courts thereof, and each party hereto  irrevocably submits to the exclusive jurisdiction and venue of any such  court in any such suit, action or proceeding. With respect to any  litigation arising out of the Order or this Agreement, the parties  expressly waive any right they may have to a jury trial and agree that  any such litigation shall be tried by a judge without a jury and the  prevailing party shall be entitled to recover its expenses, including  reasonable attorney’s fees, from the other party.

16   Force Majeure. Neither party shall be liable for any failure to  perform or delay in performance of this Agreement to the extent that any  such failure arises from acts of God, war, civil insurrection or  disruption, riots, government act or regulation, strikes, lockouts,  labor disruption, cyber or hostile network attacks, inability to obtain  raw or finished materials, inability to secure transport, or any cause  beyond such party’s commercially reasonable control.

17   SURVIVAL. In the event any provision of the Order or this  Agreement is held by a tribunal of competent jurisdiction to be contrary  to the law, the remaining provisions of the Order or this Agreement  will remain in full force and effect. All sections herein relating to  payment, ownership, confidentiality, indemnification and duties of  defense, representations and warranties, waiver, waiver of jury trial  and provisions which by their terms extend beyond the Term shall survive  the termination of the Order and this Agreement.

18   Entire Agreement. The Order, this Agreement and the operative  provisions of any quotation issued by Supplier and any purchase order  issued by Buyer, sets forth the entire agreement and understanding among  the parties as to the subject matter hereof, and merges and supersedes  all prior discussions, agreements, and understandings of every and any  nature among them. No proposal, purchase order, order confirmation,  acceptance, or any other document provided by either Party to the other,  nor any electronic click-wrap, terms of use or similar online consent  or acceptance language accompanying or set forth as a prerequisite to  any electronic interface or utility associated with any Work, shall be  deemed to amend the terms hereof and any such contradictory or  additional terms shall be ineffective. No party shall be bound by any  condition, definition, warranty, or representations, other than as  expressly set forth or provided for in the Order or this Agreement, or  as may be, on or subsequent to the date hereof set forth in writing and  signed by the party to be bound thereby. In the event of any ambiguity  or conflict between any of the terms and conditions contained in this  Agreement and the terms and conditions contained in an Order, the terms  and conditions of this Agreement shall control, unless the Parties have  expressly provided in such Order that a specific provision in this  Agreement is amended, in which case this Agreement shall be so amended,  but only with respect to such Order. The Order or this Agreement may not  be amended, supplemented, changed, or modified, except by agreement in  writing signed by the parties to be bound thereby.