Public Notice of:
Business Relationship Terms and Website Terms of Use
Black Sheep Technology, LLC provides access to certain areas, materials and documents on this website (www.black-sheep.us) which are subject to the following terms and conditions of use, which constitute a legal contract between You as an individual, or a legal entity, hereafter referred to as "You". By You doing business with Black Sheep Technology business to business, or by accessing or by using the Black Sheep Technology website, You agree to be bound by these Terms and to comply with all applicable State and Federal laws and regulations, including U.S. export and re-export control laws and regulations. If you do not agree to be bound by the Business Terms and Conditions of Use contained herein and or such laws and regulations, you are not authorized to access and use this site, or to purchase standard products or custom products, or download the information associated with those products and you are required cease doing business with Black Sheep Technology and or to exit the Black Sheep Technology website. If you are entering this agreement as an individual or on behalf of a corporation or other legal entity, or accessing or using this site as part of your duties as an employee of a corporation or other legal entity, you hereby represent and warrant to that your are authorized to act on behalf of you an individual or such corporation or legal entity and to bind the same to these terms and all obligations arising hereunder.
Proprietary Rights Custom Products
Materials provided or appearing on this Site include descriptions of patented technology, copyrightable subject matter, trademarks, service marks, and trade names ("Intellectual Property"), which are proprietary to Black Sheep Technology, LLC and or other third parties and are protected by patent, copyright, and trademark laws. You may not use the Materials or Intellectual Property except as permitted under these Terms without the prior written consent of Black Sheep Technology, LLC Any unauthorized use or copying of any Materials or Intellectual Property may violate patent, copyright, trademark and other laws. As between You and Black Sheep Technology, LLC, Black Sheep Technology, LLC shall retain all rights, title, interests, and ownership of any kind, including but not limited to, any and all intellectual property rights of every kind whatsoever, in and to the Site, the products contained therein for sale and all Materials and Intellectual Property contained on or available through the Site, except those belonging to a third party. All other trademarks not owned by Black Sheep Technology, LLC that appear on this site are the property of their respective owners who may or may not be affiliated with, connected to, or sponsored by Black Sheep Technology, LLC. Neither You nor any other user shall be deemed to obtain any rights to this Site, the products contained therein for sale, Materials or Intellectual Property, and nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, copyright, trademark, or trade secret of Black Sheep Technology, LLC, or that owned by any third party.
Black Sheep Technology, LLC is in business to design, build and manufacture various products across a wide range of technical, industrial and consumer markets. These products are manufactured and distributed via this website (www.black-sheep.us) and also privately business to business. Black Sheep Technology shall retain all rights, title, interests and ownership of any kind, including but not limited to, any and all intellectual property rights of every kind whatsoever, in connection with designing, building and manufacturing all products created for sale through the website or created for sale from Black Sheep Technology to an individual, or business, or other legal entity, and all Materials and Intellectual Property contained on or available through the Site, except those belonging to a third party.
Black Sheep Technology, LLC will retain all rights to use any and all information in the manufacture and building of additional products, or use such information in rendering further custom products and design services to other customers. Black Sheep Technology, LLC will assume no liability resulting from any third party usage of a custom product or service rendered, including the return of a custom product to said customer.
All Intellectual Property Rights and Manufacturer User Licenses granted hereunder will be non-exclusive and will be granted only in writing between the appropriate parties, subject to a negotiated licensing fee, the payment of said fee in good funds. All such Rights and Licenses granted to you in writing, shall not include any right to grant subrights or sublicenses to any third party. All materials and Intellectual Property provided under a Manufacturing User License, including all information, data, files, products, samples and software in the form of psuedo code, or ideas to structure said code in any language, all technical support, design services, data and information storage provided, are provided "as is" without warranties of any kind, expressed or implied, without any warranty as to fittest of said materials and information as to fitness of use for any particular application. Black Sheep Technology, LLC makes no warranties or claims as to a product, or custom product being free of patent infringement, such risk and liability is solely the burden of You the customer ordering said products, custom products, or professional services. Black Sheep Technology reserves all rights to patentable items, ideas , mechanisms, software algorithoms arising from Black Sheep Technology LLC efforts to develop products for public sale via the website, to develop custom products, to develop software solutions to problems encountered in the course of doing business. To the furthest extent permitted by law, Black Sheep Technology, LLC disclaims all warranties in connection with this website, materials and professional services as further set forth below. No advice or information whether oral or written obtained by you from Black Sheep Technology, LLC shall be deemed to alter this disclaimer of warranty or to create any warranty. Furthermore, Black Sheep Technology, LLC is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Black Sheep Technology, LLC for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information. If you wish to keep any information a trade secret, then do not disclose such information verbally, or in writing, in any form possible.
The end user may use any custom products delivered as they see fit in their application. Purchase of a product, a custom product, or professional services from Black Sheep Technology does not grant the customer any rights to outsource the manufacturing of said product or custom product to a third party, unless the customer has entered into a user licensing agreement and paid the user license fee as negotiated. Black Sheep Technology, LLC may at its sole discretion withold any such agreement to such third part outsourcing, if such agreement is deemed detrimental to the well being of Black Sheep Technology, LLC.
Outstanding Invoices
A finance charge of 1.5% per month (18% annual percentage rate) will be charged on all invoices past 30 days from invoice date of origination, or accounts payable in excess of 30 days from date of open account purchase. Black Sheep Technology reserves the right, to terminate all business dealings and obligations, to refuse shipping additional products ordered, or the issuing an RMA number, if the customer in question has outstanding unpaid invoices in excess of 30 days on previous purchases of products, or professional services, obtained though the website or privately via a business to business transaction. Reasonable attorney fees will be charged by Black Sheep Technology, LLC for any action legal action required to collect the sums billed on the invoice.
Product Returns
Please see Shipping and Returns and Invoice policy for all applicable terms and policies.
Access and Use of this Website
You are granted permission to access and use this Site, including permission to download, copy, and display materials contained on the Site, on a limited basis for internal, informational purposes only and strictly subject to these Terms. The permissions granted by these Terms shall extend to officers, directors, employees, and agents authorized by You in accordance with these Terms ("Authorized Users"), subject to such Authorized Users being bound by this to the same extent as You. You shall be liable, jointly and severally, for all acts and breaches of these Terms by any Authorized User.
User Conduct
You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations applicable to use of the Site. You shall not in any manner: (i) distribute, use or make copies of, or otherwise duplicate the Materials contained on the Site, except as expressly authorized under these Terms; (ii) make the Site, or any Materials contained on the Site, available to any unauthorized third party; (ii) sell, loan, rent, lease, re-license, sublicense, transmit, distribute, re-distribute, or timeshare this Site, or create any Internet "link" to this Site without prior express authorization from Black Sheep Technology, LLC or "frame" or "mirror" the materials or services contained on or accessible from this Site on any other server or Internet-based device; (iii) cause or permit the reverse engineering, disassembly, decompilation of, or any other attempt to derive any software comprising or available through this Site, or (iv) remove, alter, amend, or otherwise tamper with any titles, trademarks,copyright, restricted rights notices, or other proprietary rights legend, or any license agreement, included or provided with this Site. In addition, without limitation, You agree not to use this Site: (a) to harvest, collect, gather or assemble any Materials for other than internal, noncommercial use; (b) to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (c) to transmit or post any material or information which is unlawful, harassing, libelous, abusive, harassing, tortious, defamatory, threatening, harmful, abusive, libelous, invasive of anothers privacy, vulgar, obscene or otherwise objectionable; (d) to transmit any material that may infringe the intellectual property rights or other rights of third parties, including any patent, trademark, copyright, trade secret, or right of publicity; (d) to transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, cancelbots; (e) to interfere with or disrupt servers or networks connected to this Site, or violate the regulations, policies or procedures of such networks; (f) to attempt to gain unauthorized access to this Site, other accounts, computer systems or networks connected to the Site, through password mining or any other means; or (g) to harass or interfere with another users use and enjoyment of this Site.
User Accounts
You are granted permission to establish, access and use an account on the Site containing Your preferences and other materials ("Your Account"). The permission to establish Your Account is personal to You and Your Authorized Users, and cannot be shared with or otherwise used by any other individual or entity. You hereby represent and warrant that all information provided to Black Sheep Technology, LLC in registering for Your Account is current, complete and correct, and that You will promptly update such information following any change which renders it incomplete or incorrect. Black Sheep Technology, LLC may refuse to open, permit access to, or terminate Your Account if we suspect any information provided by You or any Authorized User is untrue, inaccurate, incomplete, not current, or misleading. Black Sheep Technology, LLC can place restrictions on the types and amounts of information stored in Your Account at any time.
User Responsibilities
You are solely responsible for (i) any and all activities that occur under Your Account; (ii) the safe keeping and use of Your Account password; and (iii) properly exiting and logging off from Your Account. You shall not share Your Account password with any person or entity that is not an Authorized User. You shall notify Black Sheep Technology, LLC immediately of any unauthorized use of Your Account or Your Account password, or any other breach of security that is known or suspected by You. Black Sheep Technology, LLC shall not be responsible for any unauthorized access to, or alteration of, Your Account, or any transmissions, material, information or data sent or received using Your Account, regardless of whether the same is actually received by Black Sheep Technology, LLC or any transactions entered into using or through the Site, or any failure by You or any Authorized User to abide by this Agreement. You bear sole responsibility for maintaining back up copies of any information stored in Your Account. Black Sheep Technology, LLC shall have no obligation regarding the safekeeping of any information in Your Account and You hereby waive any and all claims against Black Sheep Technology, LLC for any information contained in You Account which is lost, stolen, deleted, corrupted or otherwise rendered inaccessible or unusable. You hereby warrant and represent that no information now or hereafter contained in your account shall comprise a trade secret or confidential information.
Changes to User Terms and Conditions
Black Sheep Technology, LLC reserves the right from time to time in its sole discretion to establish or modify these Terms governing Black Sheep Technology business policies and the use of this Site by such changes on this Site accessible by You, or as otherwise provided in these Terms. By doing business with Black Sheep Technology, by using or accessing this website or Your Account, or by purchasing any products, or downloading any information, You shall be deemed to have been notified of such changes.
Changes and Upgrades
Black Sheep Technology, LLC may in its sole discretion and at any time materially change, add to, delete from, or revise any portion of this Site, including the scope and extent of the Sites functionality, or otherwise provide any updates, upgrades, or enhancements to this Site. Black Sheep Technology, LLC may remove, replace or modify this Site at any time without notice. Each such upgrade, enhancement, change, addition to or deletion from the Site shall be incorporated therein and shall be subject to all terms and conditions set forth in these Terms. Black Sheep Technology, LLC makes no commitment to update to keep the Site current.
Electronic Communications
If you visit this website or send electronic mail to Black Sheep Technology, LLC or it representatives, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Furthermore, Black Sheep Technology, LLC is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Black Sheep Technology, LLC for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information. If you wish to keep any information a trade secret, then do not disclose such information verbally, or in writing, in any form possible.
Privacy Policy
To the extent consistent with these Terms, the terms and conditions of Black Sheep Technology, LLC privacy policy are incorporated herein by reference and can be obtained and viewed on this Site. This Site is for intended for use by legal adults of the age of 18 and over. Black Sheep Technology, LLC is not in the business of, and further does not seek to collect information on anyone. No information should be submitted to or posted to this Site by users under 18 years of age, without parental supervision.
Product and Information Use
As mentioned above "This Site is for intended for use by legal adults of the age of 18 and over." For those under the age of 18, any and all products and information may be purchased or downloaded from this site for educational purposes only, not to be used in any actual industrial application. All professional, industrial and technical applications of these products and or information contained on this website is restricted to qualified, trained adults only. Just being 18 or older does not make one a qualified adult. Being Qualified and Trained is a definition outside the scope of this Policy, however those who are Qualified and Trained, already know that they are qualified to perform and install said products purchased from this website. Black Sheep Technology, LLC does not seek to qualify the buyers, as the responsibility to properly use and install the hardware, software and other features required both practically and legally (OSHA, EPA and other State and Federal Regulations or Laws) for your application rests with You, the end user.
General Disclaimers
This website, the materials, the products, the documents, the information and the prefessional services are accepted by you "as is" without warranty of any kind express or implied. All information provided is for the purpose of allowing You to determine and decide if you wish to purchase a product listed. To the fullest extent permitted by Law, Black Sheep Technology, LLC disclaims all warranties, express or implied by Law, including but not limited to merchantability, fitness for a particular purpose, or non-infringement. Any materials downloaded, or products purchased, or any vehicles or machines built or repaired using products purchased from this website, or purchased business to business outside of this website, or information obtained through the use of this website is done at your own discretion and risk and you are solely responsible for any damages of any kind, including loss of data, loss of property, loss of life or limb. Black Sheep Technology, LLC has no control over the use of a product purchased by You the end user. Black Sheep Technology, LLC has no control over the software code You decide to implement. The purchase of any product from this website by You, or purchase of any professional service or custom product constitutes Your acceptance of full responsibility for the product or custom product purchased, and end use application including all potential hazards, liabilities and damages resulting from that use. If you disagree with these terms, you are not authorized to, purchase products from this website, or purchase custom products, or products distributed by third parties contained herein, or retain the professional services of Black Sheep Technology, LLC.
Black Sheep Technology, LLC makes no warranty or representation as to availability, performance, fitness, accuracy, reliability, timeliness, quality, suitability, completeness of, or the results of the use of, this site, the materials, the information, the custom products, or the professional services. More particularly, Black Sheep Technology, LLC does not represent or warrant: (I) That this website, the materials, or the services will be secure, timely, reliable, uninterrupted, or free from errors, inaccuracies, viruses, or harmful components, or will operate in combination with any other hardware, software, system or data; (II) That this website, the materials, or the professional services, or any information or data obtained, processed, or stored by You through the site, the materials, or the services, will meet your requirements or expectations; (III) That any stored information of data will be accurate or reliable; (IV) That errors or defects will be corrected; or (V) That your enjoyment of the site, materials or services will be without interference. (VI) No advice or information, whether oral or written, obtained by You from Black Sheep Technology, LLC shall be deemed to alter this Disclaimer of Warranty or to create any Warranty. Exceptions: As defined by Law, some of the above exclusions may not apply to you.
Limitations
You are advised not to rely on solely for any purpose, the products, the materials, the information and the services available on this website. Black Sheep Technology, LLC will not be liable for any damages of any kind arising out of or relating to the use or the inability to use this website, the products purchase, the materials downloaded or read from this website, the professional services purchased, or links, including but not limited to damages caused by or related to errors, omissions, interruptions, defects, delays in operation or transmission, computer viruses or worms, line failures and all other indirect, special, incidental, punitive or consequential damages, whether arising in Tort (including negligence), contract, or any other theory of law, including without limitation any loss of income, lost profits, business interruption, loss of any user information, user account information or user data, even if Black Sheep Technology, LLC or an authorized representative has been advised of the possibility of such damages. Exceptions: As defined by Law, some of the above exclusions may not apply to you.
Links to Other Sites
This website contains links to websites maintained by other parties, and Black Sheep Technology, LLC does not control these parties or the content, products, or services offered through such websites. The inclusion of any link does not imply any endorsement by Black Sheep Technology, LLC of the linked site, or of any content, products, or services offered through the linked site. Black Sheep Technology, LLC makes no representations or warranties whatsoever about any linked site, or the availability of any products offered through the linked site, and accepts no responsibility or obligation in connection with Your use of any linked site, or your use of their products or services offered. The entire risk and responsibility arising from linking with any such site, including any transactions entered into through such site, remains with You.
Termination
You have the right to discontinue your use of this Site at any time. Black Sheep Technology, LLC may at any time and in its sole discretion modify, restrict, or terminate these Terms and all rights granted hereunder, including Your Account and password, upon written notice. Black Sheep Technology, LLC may further terminate or delete your Account due to inactivity or misuse as outlined under User Conduct, User Responsibility, and User Accounts. You also have the right to ask for deletion of your Account and Account information upon writing Black Sheep Technology, LLC and providing information to verify You are the Account Holder. Upon termination for any reason all rights granted You hereunder shall terminate and You shall immediately cease use of this Site. The permissions granted herein shall automatically terminate, and all use of the Site, Materials, and Services by You must cease immediately, upon any breach of these Terms. Black Sheep Technology, LLC shall not be liable to you or any third party for any claim or cause of action arising out of such termination.
Local Laws and Export Control
Black Sheep Technology, LLC controls and operates this website from it location within the United States. The Materials and Services on this Site are subject to United States export control laws and regulations. Black Sheep Technology, LLC makes no representation that the Site is appropriate or available for use in other locations. By using this Site, You represent and warrant that: (I) You are not listed on the U.S. Commerce Departments Table of Denial Orders, the U.S. Treasury Departments lists of specially designated nationals, or otherwise denied the privilege of participating in transactions involving the export of U.S.-origin products and services; (II) You are not located in a country that is subject to embargo by the United States (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or the Taliban Occupied Part of Afghanistan; (III) You are not engaged, directly or indirectly, in the design, development, production, stockpiling or use of conventional, nuclear, chemical or biological weapons or missiles; (IV) and unless prior authorization is obtained from the Bureau of Export Administration, You will not (1) knowingly re-export the technical data received by you to any destination, or (2) export the direct product of the technical data, directly or indirectly, to a country listed in Country Group D:1 or E:2 in Supplement No. 1 to Part 740 of the Export Administration Regulations (Albania, Armenia, Azerbaijan, Belarus, Bulgaria, Cambodia, Cuba, Estonia, Georgia, Kazakhstan, Kyrgyzstan, Laos, Latvia, Libya, Lithuania, Macau, Moldova, Mongolia, North Korea, Peoples Republic of China, Romania, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, or Vietnam).
Entire Agreement/Amendments
These Publicaly Published Terms constitutes the complete agreement between You and Black Sheep Technology, LLC concerning the subject matter set forth herein, and supersedes all prior or contemporaneous negotiations, agreements or representations in respect thereof. You may also be subject to additional terms and conditions that may apply when you purchase products or professional services, or use or download documents, software or source code. These Terms may not be amended, modified or supplemented except in writing by Black Sheep Technology, LLC and no other act, document, usage or custom shall be deemed to amend, modify or supplement these Terms.
Assignment
You may not transfer or assign to any third party, in whole or in part, Your Account or any other rights, licenses or permissions granted under these Terms, without the prior written consent of Black Sheep Technology, LLC, which consent Black Sheep Technology, LLC may withhold in its sole discretion. Any attempted assignment in violation of this provision shall be null and void and shall automatically terminate all rights and permissions previously granted under these Terms.
Waiver
Neither party shall be deemed by any act, delay, or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and only to the extent specifically set forth in said writing. A waiver, failure or delay in exercising any right, power or privilege, or any single or partial exercise of any right, power or privilege, will not act to preclude any subsequent or further exercise of that or any other right, power or privilege.
Severability
If the application of any provision hereof to any particular party, facts, or circumstance shall be held by a court of competent jurisdiction to be invalid or unenforceable, then (i) such provision shall be reformed without further action by the Parties to the extent strictly necessary to render such provision valid and enforceable when applied to such particular party, facts, or circumstances; and (ii) the validity and enforceability of such provision as applied to any other particular party, facts, or circumstances, and the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby.
Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina applicable to contracts entered into and wholly performed therein, without regard to that body of law pertaining to conflicts of laws. Any suits or controversies between the Parties arising hereunder shall be adjudicated before a court of competent jurisdiction located in Mecklenberg County, North Carolina. As permitted under Article 6 of the United Nations Convention on Contracts for the International Sale of Goods, You and Black Sheep Technology, LLC hereby agree that said Convention shall not apply to this Agreement, or any dispute arising hereunder.
Notices
Any notice required or permitted to be given to Black Sheep Technology, LLC under these Terms shall be given as follows: by electronic mail via the address listed on this website, or by letter sent by first class postage prepaid mail to the contact addresses listed on this website under Contacts, attention Webmaster. Black Sheep Technology, LLC may give notice to You by means of a general notice via the Services, electronic e-mail to Your e-mail address on record in Black Sheep Technology, LLC account information, or by written communication sent by first class mail to Your address on record in Your account information.
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