Terms and Conditions For Online Sale

1. YOUR RIGHTS AND OBLIGATIONS

(a) THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 

(b) THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. 

(c) BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

(d) YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH LANAE, LLC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

(e) These terms and conditions (these “Terms”) apply to the purchase and sale of products and services through www.lanaehome.com (the “Site”). These Terms are subject to change by Lanae, LLC (referred to as “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

(f) These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site (see 9).

2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services 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 the items you have ordered. Acceptance of your order and the formation of the contract of sale between Lanae, LLC and you will not take place unless and until you have received your order confirmation email.

3. Prices and Payment Terms.

(a) All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service 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 reserve the right to correct any errors or inaccuracies and to cancel any orders that were placed based on pricing, typographical, or other errors in any offer by us.

(b) 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, Discover card, ACH transfers, wire transfers, 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.

4. Shipments; Delivery; Title and Risk of Loss.

(a) We will arrange for shipment of the products 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.
(b) Title and risk of loss pass to you upon our transfer of the products to the carrier.  Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
(c) Your order may be shipped via UPS Ground, freight (curbside delivery), or a combination of both, depending on the size of the order and the items being shipped. If shipped via freight, your order will be palletized. If shipped via UPS, your order will be packed in boxes with additional protective packaging. Shipments under 200 lbs. will be shipped via UPS® Ground regardless of shipping option selected.
(d) Freight shipments require scheduled delivery. Once your order reaches the local terminal, the freight company will contact you to arrange a delivery date. If you’re unable to schedule within 48 hours, storage fees may apply. It’s essential that you are present for the delivery, as a re-delivery fee will be charged if no one is there to receive it. For UPS ground shipments, no one needs to be home, and the package(s) will be left at your address even if you’re not there.
(e) We have daily UPS® and Freight pickups. UPS® orders typically ship the same or next business day. LTL Freight orders are usually picked up within this same timeframe, though larger orders may require additional processing time. Orders placed over the weekend will be processed on Monday and shipped as soon as possible. Please note that during holidays, promotions, or busy seasons, processing may take additional time.
(f) Transit times can vary based on distance and potential delays, such as weather or peak seasons, and therefore cannot be guaranteed. Typically, UPS Ground shipments take 2-5 business days, while freight shipments usually take 3-7 business days.
(g) We recommend waiting to schedule installers or contractors until after you receive your order to avoid any potential delays or rescheduling issues.
(h) Many cabinets can be large and heavy (over 100 lbs.), so it’s highly recommended to have one or two additional people to help with unloading. Freight shipments are delivered via a liftgate, which is a platform attached to the truck that lowers your palletized order to the ground. Please note that freight delivery is curbside, meaning your order will be left at the curb or in your driveway, depending on the driver’s discretion. The delivery drivers are employed by the freight companies and, for insurance reasons, cannot assist in unloading your cabinets, so having extra help is important.

5. Returns and Refunds. Please see our refund policy HERE or at https://lanaehome.com/policies/refund-policy 

6. LIMITED WARRANTY.

THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. 

THIS LIMITED WARRANTY CAN ALSO BE FOUND AT WWW.LANAEHOME.COM/POLICIES/REFUND-POLICY AND IN THE DOCUMENTATION WE PROVIDE WITH THE PRODUCTS.

WE WARRANT THAT DURING THE WARRANTY PERIOD, THE PRODUCTS PURCHASED FROM THE SITE WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP. 

WE LIMIT THE DURATION AND REMEDIES OF ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE DURATION OF THIS LIMITED WARRANTY.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPAIR, REPLACEMENT OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.

(a) Who May Use This Warranty?

This limited warranty extends only to the original purchaser of products from the Site. It does not extend to any subsequent or other owner or transferee of the product.

(b) What Does This Warranty Cover?

This limited warranty covers during the Warranty Period (as defined below) defects in materials and workmanship in products purchased from the Site.

(c) What Does This Warranty Not Cover?

This limited warranty does not cover any damages due to:

(i) transportation;
(ii) storage;
(iii) improper use;
(iv) failure to follow the product instructions or to perform any preventive maintenance;
(v) modifications;
(vi) combination or use with any products, materials, processes, systems or other matter not provided or authorized in writing by Lanae, LLC;
(vii) unauthorized repair;
(viii) normal wear and tear; or
(ix) external causes such as accidents, abuse, or other actions or events beyond our reasonable control.

(d) What Is the Period of Coverage?

This limited warranty starts on the date of your purchase and lasts for two (2) years (the “Warranty Period”). The Warranty Period is not extended if we repair or replace a warranted product. We may change the availability of this limited warranty at our discretion, but any changes will not be retroactive.

(e) What Are Your Remedies Under This Warranty?

With respect to any defective products during the Warranty Period, we will, in our sole discretion, either: (i) repair or replace such products (or the defective part) free of charge or (ii) refund the purchase price of such products. We will also pay for shipping and handling fees to return the repaired or replacement product to you if we elect to repair or replace the defective products.

(f) How Do You Obtain Warranty Service?

To obtain warranty service, you must email our Customer Service Department at info@lanaehome.com during the Warranty Period to obtain an RMA number. No warranty service will be provided without an RMA number.

(g) Limitation of Liability

THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LIABILITY TO YOU OR ANY THIRD PARTY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT OR SERVICE THAT YOU HAVE PURCHASED THROUGH THE SITE, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

(h) What Can You Do in Case of a Dispute with Us?

The informal dispute resolution procedure detailed in 12 is available to you if you believe that we have not performed our obligations under this limited warranty or these Terms.

7. Goods Not for Resale or Export. You agree to comply with all applicable laws and regulations of the various states and of the United States including all Export Regulations, as defined below. Unless you are a Reseller, you represent and warrant that you are buying products or services from the Site for your own personal or household use only, and not for resale or export. Products and services purchased from the Site may be controlled for export purposes by export regulations, including but not limited to, the Export Control Reform Act of 2018 (ECRA) (Title XVII, Subtitle B of Pub. L. No. 115-232), the Export Administration Regulations (15 C.F.R. 768-799) for which ECRA is permanent statutory authority, the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and their successor and supplemental regulations (collectively, “Export Regulations”).

8. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, found HERE, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

9. Force Majeure. Neitherparty shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemics, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the control of the Impacted Party. The Impacted Party shall give prompt notice of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section 9, the either party may thereafter terminate this Agreement upon fifteen (15) days’ written notice.

10. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas.

11. Dispute Resolution and Binding Arbitration.

(a) YOU AND LANAE, LLC ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

(b) The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this 12. (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

We will be responsible for paying any individual consumer’s initial arbitration fees.

(c) You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

 (d) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR LANAE, LLC WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

12. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this 12 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

13. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Lanae, LLC.

14. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

15. Notices.

(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by email transmission (with confirmation of receipt) to info@lanaehome.com; or (ii) by personal delivery, overnight courier or registered or certified mail to Lanae, LLC, 2303 Ranch Road 620 S, Suite 16, 0-228, Lakeway, Texas 78734. We may update the email address or address for notices to us by posting a notice on the Site. Notices will be effective upon receipt by Lanae, LLC.

16. Severability. If any provision of these Terms is 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.

17. Entire Agreement. Our order confirmation, these Terms, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO RESELLERS:

RESELLER ADDENDUM

 

The following terms and conditions apply to wholesale customers intending to resell the Goods (“Resellers”) of Lanae.  As to Resellers only, in the event of any inconsistency or conflict between the provisions in the main body of the Terms and Conditions of Sale and the provisions in this Reseller Addendum, the provisions in this Reseller Addendum shall prevail.

18. Non-Exclusive Appointment. Lanae, LLC (“Lanae” or “us”) hereby appoints Reseller, and Reseller hereby accepts the appointment, to act as Lanae’s non-exclusive reseller of Lanae’s products to Reseller’s customers in the Territory during the Term in accordance with the terms and conditions of this Agreement. Lanae may in its sole discretion market, distribute, and sell the products, directly or indirectly, to any individual or entity in the Territory, including without limitation other distributors, resellers, and directly to end users. Reseller shall not sell or offer to sell Goods outside the Territory. “Territory” means the geographical boundaries of the United States of America.

19. Pricing; Terms of Payment. The prices for Goods sold under this Agreement shall be as stated in Lanae’s then-current price list as provided to Reseller from time to time. Reseller shall unilaterally establish its own resale prices and terms regarding the Goods. Lanae may adjust its price list, discount program, or other promotions at any time from time to time. Terms of payment are within our sole discretion. Invoices are due and payable within 15 days from the invoice date. Reseller shall notify Lanae of any dispute regarding an invoice within 10 days after Reseller's receipt of such invoice, and the parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, the parties shall continue performing their obligations during any such dispute. We may charge a late payment penalty of 1.5% per month on undisputed amounts, or the maximum rate permitted by law, whichever is less. Without waiving any of our other rights or remedies, we may refuse additional orders and suspend any services until all overdue amounts are paid in full. Lanae reserves the right to charge Reseller a restocking fee for the return of any non-defective Goods. All prices are exclusive of any sales, use, and excise taxes, and any other similar taxes, fees, or charges imposed by any governmental authority on any amounts payable by Reseller under this Agreement. Reseller is responsible for all charges, taxes, and other fees imposed by any governmental authority related to its purchase, distribution, or sale of the Goods.

20. Sale of Goods.  Reseller shall, at its expense, advertise, market, promote, and sell the Goods using commercially reasonable efforts to maximize the sales volume and in compliance with Lanae’s branding guidelines and policies.  Any advertising or promotional material that includes Lanae’s trademarks, logos, or branding requires Lanae’s prior written approval.  Reseller shall maintain books, records, and accounts of all transactions relating to the Goods, and, upon Lanae’s reasonable request, allow Lanae to inspect such records.  Upon reasonable request, Reseller shall provide Lanae with reports regarding marketing, orders, and sales of the Goods.    

21. Warranty. The following warranty replaces in its entirety the warranty set forth in Section 6 of the Terms and Conditions of Sale, above:

(a) Limited Warranty. Lanae warrants that for a period of 24 months from the date of delivery to the Reseller’s customer in the Territory, the Goods will be free from material defects in workmanship and material. Reseller may pass on to its customers this limited warranty, subject to Sections 4.b through 4.d. Reseller shall not provide any warranty to any customer regarding the Goods other than the warranty described in this Section 21. Reseller shall promptly notify Lanae of any known warranty claims and cooperate in the investigation of such claims.

(b) Remedies. If any of the Goods fails to conform with this warranty during the applicable warranty period, Lanae shall, at its option, either repair or replace the Goods or refund the purchase price paid by Reseller for each non-conforming Goods. This Section 21.b sets forth Reseller's or its customer's sole remedy and Lanae's entire liability for the breach of any warranty relating to the Goods.

(c) Limitations. Lanae shall have no obligation under the warranty if Reseller or its customer: (a) fails to notify Lanae in writing during the warranty period of a non-conformity; or (b) uses, misuses, or neglects the Goods in a manner inconsistent with the Goods’ specifications or use or maintenance directions, modifies the Goods, or improperly installs, handles, repairs, or maintains the Goods. Except as explicitly authorized in this Agreement or in a separate written agreement with Lanae, Reseller shall not service, repair, modify, alter, reconstruct, replace, reverse engineer, or otherwise change the Goods.

(d) Disclaimer. Except as expressly set out in this Agreement, Lanae does not make any express or implied representation or warranty whatsoever, including any warranties of fitness for a particular purpose, title, or non-infringement, whether arising by law, course of dealing or performance, usage of trade, or otherwise, all of which are expressly disclaimed.

22. Trademarks. Lanae hereby grants to Reseller a non-exclusive, non-transferable, and non-sublicensable right to use Lanae's trademarks ("Trademarks") solely in connection with the promotion, advertising, and resale of the Goods in the Territory in accordance with the terms and conditions of this Agreement. Reseller acknowledges and agrees that the Trademarks are the sole and exclusive property of Lanae, and that Reseller shall not acquire any right or ownership interest in them or any other intellectual property rights of Lanae under this Agreement, except for the right to use the Trademarks as expressly provided in this Section 22. Any goodwill derived from the use by Reseller of the Trademarks inures to the benefit of Lanae.  Upon expiration or termination of this Agreement, Reseller's rights under this Section 22 cease immediately and Reseller shall immediately discontinue all use of the Trademarks.

23. Confidentiality.  From time to time during the term of this Agreement, Lanae (as the "Discloser") may disclose or make available to the Reseller (as the "Recipient") information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in visual, written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information shall not include information that, at the time of disclosure: (a) is or becomes generally available to the public other than as a result of any breach of this Section 23 by the Recipient or any of its Representatives; (b) is obtained by the Recipient or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) the Recipient establishes by documentary evidence, was in the Recipient's or its Representatives' possession prior to disclosure by the Discloser hereunder; (d) [the Recipient establishes by documentary evidence, was or is independently developed by the Recipient or its Representatives without using of any of the Discloser's Confidential Information; or (e) is required to be disclosed under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. The Recipient shall: (i) protect and safeguard the confidentiality of the Discloser's Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Discloser's Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Recipient shall be responsible for any breach of this Section 6 caused by any of its Representatives. At any time during or after the term of this Agreement, at the Discloser's written request, the Recipient and its Representatives shall promptly return to the Discloser all copies, whether in written, electronic or other form or media, of the Discloser's Confidential Information, or destroy all such copies and certify in writing to the Discloser that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Discloser shall be entitled to specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of this Section 23. 

24. Compliance With Laws and Policies. Reseller shall at all times comply with all laws and regulations applicable to the operation of its business, this Agreement, and its performance hereunder. Reseller shall comply with Lanae’s policies, as they may be updated from time to time by Lanae.

25.  Indemnification.

(a) By Lanae.  Lanae will defend any action brought against Reseller to the extent that it is based upon a claim that the Products, as provided by Lanae to Reseller under this Agreement, infringe any existing U.S. patent or copyright.  Lanae will pay any costs, damages and reasonable attorneys' fees attributable to such claim that are awarded against Reseller in such action.  Lanae’s obligations under this subsection (a) are contingent upon: (i) Reseller giving prompt written notice to Lanae of any such claim; (ii) Reseller allowing Lanae to control the defense and any related settlement of any such claim; and (iii) Reseller furnishing Lanae with reasonable assistance in the defense of any such claim, so long as Lanae pays Reseller’s reasonable out-of-pocket expenses.  Lanae will have no obligation under this Section 25.a for any claim of infringement to the extent it results from combination or use of the Goods with other materials not furnished by Lanae, modifications made to the Goods other than by Lanae, or Reseller’s marketing or sale of a Good in any manner not otherwise authorized by Lanae.    

The provisions of this Section 25.a set forth Lanae’s sole and exclusive obligations, and Reseller’s sole and exclusive remedies, with respect to infringement or misappropriation of intellectual property rights of any kind.

(b) By Reseller.  Reseller will indemnify, hold harmless, and defend Lanae against any and all losses, damages, liabilities, actions, and costs, including attorneys’ fees, relating to any claim of a third party arising out of or related to Reseller’s: (i) unauthorized warranties or representations regarding the Goods to Reseller’s customers; (ii) breach of this Agreement; (iii) violation of laws or regulations; and (iv) misuse of Lanae’s Trademarks or intellectual property.

(26) Limitation of Liability.  In no event will Lanae be liable to Reseller or a third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits or revenues, loss of data, or diminution in value of business arising out of or relating to any breach of this agreement, regardless of: (i) whether the damages were foreseeable; (ii) whether or not Lanae was advised of the possibility of the damages; and (iii) the legal or equitable theory (contract, tort or otherwise) on which the claim is based.  In no event will Lanae’s liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the total of the amounts paid and amounts accrued but not yet paid to Supplier under this Agreement in the 12-month period preceding the event giving rise to the claim or $50,000, whichever is less.

27. Relationship of the Parties. The relationship between Lanae and Resellers under this Agreement is that of independent contractors.  There is no relationship of agency, partnership, joint venture, employment or franchise between the parties.  Neither Lanae nor Reseller nor their respective employees has the authority to bind or commit the other party in any way or to incur any obligation on its behalf.