Last updated on July 1, 2015

These terms and conditions ("Terms") govern your access to and use of a set of features, services, and functionality for NSN Depot for registered customers to purchase products and use services for business purposes. These Terms constitute an agreement between LAS Defense Inc and/or its affiliates ("NSN Depot," "we," "us," or "our") and the entity you represent ("you"). NSN Depot is a trading name of LAS Defense Inc. Please note that your use of NSN Depot is also governed by the relevant local, national and international laws and regulations as well as all other applicable terms, conditions, policies, limitations, and requirements on the NSN Depot website, all of which (as changed over time) are incorporated into these Terms. Capitalized terms have the meanings given to them in these Terms or the Conditions of Use.

1. REGISTRATION

An organization has an Account with NSN Depot once an individual associated with the organization registers the business and creates the first user account associated with that organization. That individual can invite others to be part of the organization's Business Account. Each additional user that purchases or otherwise acts on behalf of the business and joins the organization's Business Account must create a new user account that is part of and associated with the organization's Business Account. Business Accounts and business user accounts are intended for businesses and business-related organizations and may be used solely for business purposes. To create a business user account, users must use a valid email address. Unless explicitly permitted, a user may only create one account per email address. Once you complete the Business Account registration and verification process, your organization will be registered with NSN Depot.

2. ACCOUNT MANAGEMENT

You are responsible for all activities that occur under your organization's Business Account and any associated business user accounts, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). Except to the extent caused by our breach of these Terms, we and our affiliates are not responsible for unauthorized access to your Business Account or user accounts. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your Business Account or associated business user accounts in accordance with these Terms) and are solely responsible for any use or action taken under your password. You will contact us immediately if you believe an unauthorized third party may be using your Business Account or associated user accounts or if your Business Account or any user account information is lost or stolen.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

You represent, warrant and covenant that:

1. you are using NSN Depot for business purposes and you agree that you will not purchase any products from NSN Depot for individual, personal, family or household use;
2. your organization is duly organized, validly existing and in good standing in the jurisdiction in which your organization is registered;
3. the individual entering into these Terms on behalf of your organization has all necessary legal authority to bind you to these Terms;
4. you have all requisite right, power, and authority to enter into these Terms, perform your obligations, and grant the rights and authorizations in these Terms;
5. any information provided or made available by you to NSN Depot or its affiliates is at all times accurate and complete;
6. you and all your subcontractors and agents will comply with all applicable laws, rules, regulations, codes, orders and other requirements of governmental agencies (“Laws”) in your performance of your obligations and exercise of your rights under these Terms and with your purchase and use of any products from NSN Depot;
7. all users who use business features or purchase on behalf of your organization are authorized to do so and all purchases made by these users are authorized purchases of your organization;
8. any tax exempt purchase made by you or users associated with your Business Account that has a tax exemption certificate associated with it are paid for with the organization's funds;
9. unless authorized by NSN Depot, you will not use any product purchased from NSN Depot in connection with, or to fulfill, a federal, state, or local government contract or subcontract, if doing so could subject NSN Depot to any term, condition, obligation or other provision different from or in addition to the provisions of these Terms;
10. you will use any products purchased from NSN Depot as intended by the manufacturer and in compliance with all product information provided by the manufacturer;
11. you are not an agent of NSN Depot and agree to comply with the applicable provisions of the Foreign Corrupt Practices Act. You are not on, or associated with, any person or entity on any of the blocked, denied or debarred persons and entities lists maintained by the U.S. Department of Commerce's Bureau of Industry and Security, the U.S. Department of the Treasury's Office of Foreign Assets Control or the U.S. Department of State’s Directorate of Defense Trade Controls (collectively, “Denied Persons Lists”); or subject to a denial order issued by the U.S. Department of Commerce. You agree:
    1. not to export any product to any entity or person within any country subject to United States economic sanctions or embargoes without obtaining prior authorization from the United States government,
    2. not to export or provide items to persons that are ineligible under United States Law to receive those items, including but not limited to persons on any Denied Persons List, and
    3. to always provide the accurate End Use and End User of the products and to supply accurate and genuine documentation as may be required from time to time to facilitate NSN Depot in assessing the requirement for and obtaining permission from U.S. Government and other Government's agencies for import and/or export control. Any violation of this trust relationship by you shall be unilaterally declared by NSN Depot as an irrecoverable breach of all agreements between the Parties and NSN Depot and you agree to forfeiture of any and all products, goods and funds unless otherwise agreed with NSN Depot's Board of Directors in writing, and
    4. not to provide information or documents to NSN Depot which may induce NSN Depot to unknowingly infringe U.S. or International laws or may cause NSN Depot to be associated with any such infringements and you agree to the forfeiture of any and all products, goods and funds unless otherwise agreed with NSN Depot's Board of Directors in writing, and
    5. that any products purchased by you will not be used, or made available to a third party for use, in any activities directly or indirectly related to Weapons of Mass Destruction (WMD) proliferation activities.

7. INDEMNIFICATION

You agree to indemnify, defend and hold harmless us and our affiliates, and our and their respective officers, directors, employees, representatives and agents against any loss, claim, damage, settlement, cost, expense, tax or other liability (including, without limitation, reasonable attorneys' fees) (each a "Claim") arising from or related to

1. any breach of the Terms,
2. any unlawful or improper use by anyone of any product ordered by you, or
3. your negligence or willful misconduct.

You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

10. DISCLAIMER

NSN DEPOT MAKES NO WARRANTY OR REPRESENTATION CONCERNING THE ACCURACY OF PRODUCT INFORMATION PROVIDED AND OUR SOLE LIABILITY FOR ANY LOSSES OR DAMAGES BY YOU ARISING FROM ANY INACCURACY IN THE PRODUCT INFORMATION WILL BE LIMITED TO REIMBURSEMENT OF THE PRICE PAID FOR THAT PRODUCT. NSN DEPOT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW. NSN DEPOT ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF MISUSE, IMPROPER SELECTION, IMPROPER INSTALLATION, MODIFICATION, MISREPAIR OR MISAPPLICATION OF THE PRODUCT.

11. LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES WILL NSN DEPOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS THAT RESULT FROM YOUR PURCHASE OF ANY PRODUCTS FROM NSN DEPOT, EVEN IF NSN DEPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NSN DEPOT'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.